Hack Off
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7/1/1999
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1/18/2001
2/26/2001
4/4/2001
5/11/2001
6/19/2001
by Tom Evslin
7/26/2001
9/3/2001
HOFC Daily Trading 6/30/99 - 3/31/03
10/10/2001
11/16/2001
12/25/2001
1/31/2002
3/11/2002
4/17/2002
5/24/2002
7/2/2002
8/8/2002
Chapter 1: Morning April Fools Day, 2003
9/16/2002
10/23/2002
11/29/2002
1/7/2003
2/13/2003
hackoff.com: an historic murder mystery set in the Internet bubble and rubble
3/24/2003
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Media Contact: Eve Gross Chief Marketing Officer 212 555 1000 [email protected] For Immediate Release HACKOFF.COM CEO LARRY LAZARD DEAD OF GUNSHOT WOUND BOARD APPOINTS CFO DONNA LANGHORNE AS CEO; JOSEPH WINDAW AS CHAIRMAN
New York, NY -- April 1, 2003 – (BUSINESS WIRE) hackoff.com (NASDAQ:HOFC) announced today that the company’s Chairman and CEO, Larry Lazard, was found dead in his corporate office of an apparently self-inflicted gunshot wound. The Board of Directors has selected the company’s CFO, Donna Langhorne, as his successor. Controller Lew Marigold will serve as acting CFO replacing Ms. Langhorne. Joseph Windaw, the managing partner of Windaw and Wallar Venture Capital, has been selected to succeed Mr. Lazard as Chairman of the Board of Directors. Mr. Windaw has been a Board Member of hackoff.com since 1997 and was previously Vice Chairman of the Board. The New York City Police Department is conducting an investigation into the circumstances of Mr. Lazard’s death. The company notified NASDAQ and the SEC of this event prior to the opening of the New York securities markets and requested a temporary halt in trading of the company’s stock. Trading is expected to resume shortly after the dissemination of this announcement. Ms. Langhorne is a 1985 graduate of Princeton University and holds an MBA from Harvard Business School awarded in 1991. She was a partner in Ernst & Young prior to joining hackoff.com as its CFO in 1997. “We will all miss Larry terribly,” said Langhorne. “He was the founder and guiding genius of the company. However, our customers can be assured that Larry leaves behind him a seasoned management team ready and able to continue the critical anti-hacker support we have always given them.”
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about hackoff.com:
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hackoff.com is the leading provider of hacker protection to e-commerce websites worldwide. Since the founding of the company, it has licensed its patented and patent-pending hackaway® software to over 10,000 sites. These sites display hackoff.com’s trademarked hackmenot® logo. The company also offers Managed Hackaway Service as active protection against hacker attacks. More information about the company is available at www.hackoff.com.
Forward-looking statements:
Hackoff.com has included in this press release certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" consist of all non-historical information, and the analysis of historical information, including any references to future revenue growth, future expense growth, future credit exposure, future profitability, anticipated cash resources, anticipated capital expenditures, capital requirements, and the Company's plans for future periods. In addition, the words "could", "expects", "anticipates", "may depend", "estimates", "projects" and similar words and phrases are also intended to identify such forward-looking statements. All such forward-looking statements are current only as of the date on which such statements were made. Hackoff.com does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events. Actual results could differ materially from those projected in hackoff.com’s forward-looking statements due to numerous known and unknown risks and uncertainties. These include without limitation the results of the ongoing investigation into the sudden death of our late Chairman and CEO; the volatile software market; changes in domestic and international economic, market, and regulatory conditions; the inherent uncertainty of financial projections; unanticipated technological developments, including the possibility that hackoff.com’s technology will be defeated; hackoff's failure to access sufficient capital; the creditworthiness of hackoff.com’s customers; and other considerations described as “Risk Factors” in Exhibit 99.1 to hackoff.com’s Annual Report on Form 10-K for the year ended December 31, 2002 and in other filings made by us with the SEC.
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The Chat Board
Oh-Oh by: thewatcher02 (38/M/New Rochelle, NY) 04/01/03 9:40 am Msg: 99020 of 99034 hackoff’s not trading!
Re: Oh-Oh by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 99021 of 99034
04/01/03 9:41 am
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Posted as a reply to: Msg 99020 by thewatcher02
Got to be an april fools joke:-}
Re: Oh-Oh by: pooper Long-Term Sentiment: Sell Msg: 99022 of 99034
Posted as a reply to: Msg 99021 by ChorusLine
04/01/03 9:43 am
The real April Fool’s joke is George Bush
Press Advisory Out by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Sell Msg: 99023 of 99034 04/01/03 9:45 am
There is a press advisory out for an announcement expected at 10AM explaining the halt in trading. Whatever it is, you can bet it’ll be good for the crooks on wall street and bad for everyone stupid enough to be holding the stock.
Re: Oh-Oh by: scooper Long-Term Sentiment: Buy Msg: 99024 of 99034
Posted as a reply to: Msg 99022 by pooper
04/01/03 9:48 am
pooper, you’re just as much an asshole as your buddy clinton and this is not a political board
Re: Press Advisory Out by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 99025 of 99034
Posted as a reply to: Msg 99023 by jumbo10
04/01/03 9:52 am
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I’ve been telling you idiots allalong that lizard would have to sell jerkoff to antihack. he probly just didn’t get his own parachute big enuf b4 but I heard from insider that the deal is definitly on now. of coarse they stopped trading so only insiders can benfit but thats how lizards are
Re: Press Advisory Out by: scooper Long-Term Sentiment: Buy Msg: 99026 of 99034
Posted as a reply to: Msg 99025 by Alaska60-60
04/01/03 9:56 am
alaska, you’re as much an asshole as your friend pooper and this is not the antihack board. why don’t you stay there where you belong so you can pump and dump that and not bother us here on this board
Press Release Out by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 99027 of 99034
Posted as a reply to: Msg 99025 by Alaska60-60
04/01/03 10:01 am
The press release is on Yahoo. The lizard is out and the cunt is in… this stock is in the crapper if it ever starts trading again
Re: Press Advisory Out by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Buy Msg: 99028 of 99034
Posted as a reply to: Msg 99023 by jumbo10
04/01/03 10:05 am
This may not be bad for the stock. I’ve changed my sentiment to buy and will buy after it settles down after trading resumes. Donna may be smarter than Larry was about selling the company or making it profitable. She always did a better job than he did at the quarterly webcasts. Often regime change makes a company go up even when it is unexpected.
Re: Press Advisory Out by: PacPhil (25/M/New York, NY) Long-Term Sentiment: Buy Msg: 99029 of 99034
04/01/03 10:07 am
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Posted as a reply to: Msg 99028 by jumbo10
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Jumbo, you always have good analysis. I hope you’ll write more later in the day. Why do you think Larry shot himself? Does that matter to the stock? Is the new CFO any good? What will The Street think?
Re: Press Advisory Out by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 99030 of 99034
Posted as a reply to: Msg 99028 by jumbo10
04/01/03 10:10 am
Your an idiot or just getting reddy to dump your stock. The cunt cant run the company. the lizard couldnt run the company. The company sucks. it doesn’t have anything. They should have sold to antihack… now noone will pay a penny for this piece of shit
Whats Happening by: CLess 04/01/03 10:15 am Msg: 99031 of 99034 Does anyone know why the stock isn’t trading???
Donna by: TestTost (35/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 99032 of 99034
04/01/03 10:15 am
Donna’s a peace of ass. She was in the SI Swimsuit addition in the early 90s. She’s still hot.
Re: Oh-Oh by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 99033 of 99034
Posted as a reply to: Msg 99021 by ChorusLine
04/01/03 10:16 am
It wasn’t an april fools joke. what will the street think?
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Stock Opened by: thewatcher02 (38/M/New Rochelle, NY)
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04/01/03 10:16 am Msg: 99034 of 99034 hackoff’s trading again! 1k shares at 1.26 unchanged. bid 1.24; ask 1.26.
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Obituary, New York Times Lawrance Lazard , 40, Founder of hackoff.com, Dies
By Roger Ryan
Published: April 2, 2003. Lawrance Lazard, the founder and CEO of the Internet company hackoff.com, died on Tuesday at his company office at 65 Broad Street in lower Manhattan He was 40. According to a company spokeswoman, the cause was a single gun shot wound to the head, apparently self-inflicted. Mr. Lazard was believed to have been in good health. Lawrance Roger Lazard was born January 31, 1963, in Hicksville, New York, to Roger Lawrance Lazard and Cindy Moonstock Lazard. Mr. Lazard was a well-known and controversial figure in New York’s Silicon Alley in the halcyon days of the Internet bubble. He founded hackoff.com in 1996 as a successor to an earlier consulting business, and was chief executive officer of hackoff.com from its inception. The company’s IPO occurred in 1999, and its stock soared to twice the offering price on the first day of trading. Mr. Lazard and his wife, Louise, were paper billionaires until the collapse of the stock market bubble. The controversy over Mr. Lazard was the result of his “Gotcha” attack on the credit card files of a number of major banks. He confessed to this computer-based crime in 1993 and served six months of a nine month sentence in a federal penitentiary for white collar criminals. At the time, Judge Raymond Martin explained that he imposed this relatively light sentence since “Gotcha” was not intended to do harm and, in fact, beneficially exposed the weaknesses of financial systems before they could be maliciously exploited. At the time he staged the “Gotcha” attack, Mr. Lazard was employed as a software engineering supervisor at Chase Manhattan Bank, which he joined upon receiving his MBA. In his confession to the “Gotcha” attack, he admitted to being influenced by the notorious Captain Crunch, a fabled Silicon Valley hacker who developed a device for defrauding telephone companies by mimicking the signaling tones then used for switching calls. Mr. Lazard’s criminal background made the hackoff.com IPO an object of controversy. Detractors said that an ex-convict was not fit to serve as CEO of a public company. Defenders argued that no one was harmed by Lazard’s actions since he neither sold the credit card numbers he downloaded, nor used them for any personal
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gain. Both sides agreed that hackoff.com’s success in protecting Internet sites from malicious hacking was due to Mr. Lazard’s demonstrated expertise. Mr. Lazard was a survivor of the 9/11/2001 attacks on the World Trade Center from which he escaped down a stairwell prior to the collapse of the South Tower. Mr. Lazard grew up on Long Island where his father was a successful chiropractor. Lazard showed a strong and early interest in technology, receiving his first computer — an Apple II — at the age of fourteen. Apple founder Steve Jobs became one of his heroes. Mr. Lazard received his undergraduate degree in Folklore and Mythology from Harvard College in 1985 and earned an MBA from Harvard Business School in 1991. Mr. Lazard is survived by his wife and his mother, who now resides in Arizona.
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Initial Interview by NYPD Detective Mark Cohen 4/1/2003
Donna Langhorne (8:13 A.M.) Q: Ms. Langhorne, this is an informal interview. However, you do have the right to an attorney of your choosing. If you cannot afford an attorney, the City will provide one for you. Moreover, any statements you make to me today could be used against you in a court of law. This interview is being taped. Do you understand and agree to these conditions? Yes. Do you wish to be represented by an attorney? Not at this time. If, at any time during this interview, you wish to be represented by an attorney, please make that known and the interview will cease until representation has been arranged. Is that understood? Yes. I am now handing you a consent form in which you acknowledge that I have advised you of your right to be represented by any attorney and that you have elected to proceed without an attorney at this time. Are you comfortable signing this form? Yes. The transcript of this interview will show that you reviewed the consent form, signed it and handed it to me. What is your full name? Donna Reynolds Langhorne. Are you married? Yes. Is Langhorne your married name?
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Yes. What was your name before you were married? Donna Maria Reynolds. What is your husband’s name? Francis Langhorne. Have you ever used any other name? Yes. What was that? Maria Reynolds. Why and when did you use Maria Reynolds as your name? From 1987 through 1990, I modeled for the Cleck Agency. What kind of modeling did you do? Mainly swimsuits. Why did you stop modeling? (laughs) Is that germane to your investigation, detective? Anything could be germane to the investigation. Should I repeat the question? I quit modeling to go to business school. Have you ever used any other names? No. Have you ever been married to anyone other than your current husband? No. Do you and your husband presently reside together? Do you really need all of this personal information? I have a lot of work to do to prepare for the public announcement of Larry’s death. Ms. Langhorne, these are routine questions we must ask each witness. I apologize if they are personal or tedious and I know your time is very valuable but there are rules I have to follow in every case of violent death. Do you and your husband presently reside together? Yes ... yes, we do. What is your address? 195 East 95th Street. Is there an apartment number? No, it’s a brownstone. What is your husband’s occupation? He is an attorney.
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Look, detective, I appreciate that you’re following your rules. I have some rules I need to follow as well. As a public company we must make prompt disclosure of a material event — and Larry’s death is a material event. This is an SEC rule and my company is at risk if I don’t follow it. Isn’t there some way you could ask me just the pertinent questions now and come back later and find out all about me? Ms. Langhorne, I will try to conclude this interview as expeditiously as possible. Where and when were you born? I was born on April 15th, 1966 in Princeton, New Jersey. What is your educational background? I have a Masters Degree from Harvard Business School. And before that? Do you want every school I ever attended? If you recall them, yes. I went to PDS — Princeton Day School — from kindergarten through high school. I then attended Princeton University and graduated in 1985. As I said, I have a Masters Degree from Harvard Business School. I am also a CPA. How long have you worked at ... uh... hackoff.com? The name embarrasses quite a few people, detective. You get used to it. I’ve been with hackoff since 1997. In what capacity did you join the company? I joined hackoff as CFO — Chief Financial Officer — and have held that position ever since. What was your prior employment? I worked at Ernst & Young. What kind of company is that? It is one of the major worldwide accounting firms. How long were you at Ernst & Wong? It’s Ernst & Young, detective. I was there from 1991 after I received my MBA until I joined hackoff in 1997. Where were you employed by Ernst? At various locations in New York and New Jersey. I’m afraid I don’t have the addresses memorized. I can get those later. How long have you known the deceased? We were classmates at Harvard. We kept in touch after that. When he founded hackoff, he offered me the job as CFO. So you first met in 1990? Actually, 1989. Larry went to Harvard for his undergraduate degree; I went to Princeton. We met at Harvard B-School in 1989.
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Harvard B-School? Harvard Business School. It’s a graduate school. What was your relationship with the deceased while at Harvard? We were friends. Friends. Could you be more specific? What do you mean — “more specific”? We were friends. What sort of friends? Do you mean were we fucking? I mean ... uh ... what was the extent of your relationship with the deceased when you were in school together? That does include any sexual ... any intimate relationship you might have had. Are these answers private? This is not generally public information and is not released as part of FOI (excuse me, Freedom of Information Act) requests. However, as I explained at the beginning of our interview, anything you tell me may be used in a court of law and this interview is being taped. Would you like me to repeat the question? No. But please understand that I’m sensitive about this because my husband doesn’t know about my relationship with Larry at Harvard. Anyway, yes — Larry and I did have an ... “intimate” relationship. Meaning, we had sex. No big thing; we both saw other people. It lasted for a while, then it ended. When did your relationship with the deceased end? When he died. Oh, you mean the ... the “intimate” part? The sex? That ended before we got our MBAs. But we stayed friends. Ms. Langhorne, don’t take this the wrong way, but was your ... intimate relationship with the deceased the reason that you have your current position at, uh ... hackoff? Why shouldn’t I take it the wrong way? (laughs) The fact that I know Larry and we kept track of each other has a lot to do with him offering me this job and me taking it. The fact that we were once “intimate” has nothing to do with my having this job. I’m the best CFO hackoff could have had and Larry damn well knew it. I didn’t exactly jump at the job, though. I had other offers; a lot of startups needed CFOs then. Why wouldn’t you “jump at the job”? Isn’t it obvious? Larry’s a bright guy, but his record is somewhat ... irregular. He’s been to jail, for one thing. I wasn’t all that sure I wanted to be CFO of a company headed
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by an ex-con, even if he was an old friend. You do know about his jail time, I assume? What convinced you to take the job given the deceased’s “irregular” record? We’re in the business of stopping hackers from doing what Larry showed could be done to the banks. Larry had the perfect background for this business. It really does take one to catch one, detective. Not only is this the truth, it’s also a great story. I did due diligence before taking the job and I knew VCs loved the story. What are VCs? Venture capitalists or “vulture” capitalists as some people call them. They supply money to a company before it goes public, then they take lots and lots of money out. So what did the VCs “love” about hackoff.com? I told you: They loved the STORY. They talked to bankers and bankers loved the story; thought it would make for a great IPO. There were too many stories that all sounded the same in 1997. Too many “Two Geeks and a Website” stories. An experienced hacker solving one of the toughest problems in e-commerce was new and different. It was a clutter cutter. Was that why you took the job? Because the company was a something “cutter”? Clutter cutter, Detective Cohen, clutter cutter. (laughs) I took the job because the company had a great fucking story; we would be able to raise a lot of money; we would have a great IPO and we would all get rich. And it all happened exactly that way — though not without a lot of hard work and not without my doing a great job as CFO. Hackoff sounded like a winner and it was a winner. Let’s get to this morning... Well, finally! I’ve got to get to my Board meeting and I’ve got an announcement to write ... on a deadline. You discovered the body of the deceased — correct? Yes. At approximately what time? Approximately 7:00 AM. That’s when I usually come to work. Did the deceased usually come to work at the same time? Are you kidding? We were lucky if he breezed in around ten or eleven. Where did you discover the body of the deceased? In his office. Did you usually go into the deceased’s office when you came to work? You did say he was rarely there at that time.
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You have a suspicious mind, Detective Cohen. I guess that’s what makes you a good cop. No, I don’t ... didn’t usually go into Larry’s office in the morning. But on my way into my office I could see that his door was ajar. That’s very unusual; he’s careful to lock it. So I went to close it. And when I went to close it I looked inside and there was Larry lying on the floor. Go on. That’s it. That’s how I discovered Larry’s body in his office. So what did you do next? I went into the office to see why Larry was lying on the floor. What did you think? I thought maybe he had a heart attack or maybe he’d OD-ed on something. Did the deceased take drugs? Do you mean illegal drugs? Yes. Not that I know of. Did he take drugs when you were in school together? Yeah. We did some drugs. We even inhaled. You’re not going to arrest me for that NOW, are you? Do you know if the deceased was recently a user of illegal substances? No. I don’t. I said that, didn’t I? But your first thought was that he OD-ed... That was my second thought. My first thought was that he’d had a heart attack. He didn’t exactly have a stress-free job. I don’t know why I thought he might have OD-ed. It was just strange for him to be lying there. What did you do when you went into the room where the deceased was lying? I checked the scene. You what? I checked the scene. First Aid 101: When you see a victim— At this point you thought the deceased was a victim of something? We all took CPR, detective. In CPR, any person you come across lying on the floor is “the victim”. Doesn’t matter how they got there. And when you come across a victim, you check the scene. Make sure there are no other victims; no live wires; no poison gasses. And you have to make sure the
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scene is safe for you to give first aid. So I checked the scene. What did you see when you “checked the scene”? I saw a gun lying on the floor next to Larry. That seemed a pretty obvious cause of death. I didn’t see anything else unusual. So then what did you do? I got down on the floor next to Larry so I could see whether he had a pulse. And did he have a pulse? When I got down next to him I could see the big hole in his head. I could see INTO his head. I knew he couldn’t be alive. There was no first aid I could give. There was nothing I could do for him. He was dead — awfully dead. Then what did you do? I called 911. Did you pick up the gun? No. I’ve seen enough cop shows to know not to do anything like that, not to tamper with evidence. So your fingerprints shouldn’t be on the gun. Actually, they probably are. Why? If you didn’t touch the gun, why should your finger prints be on it? Because the gun was always on the conference table in Larry’s office. We picked it up and played with it sometimes during meetings. It was a joke. Are you sure this is the same gun that was on Larry’s conference table? I don’t know much about guns, but it looked the same. And I don’t remember another gun on the conference table when I found his body, but I’m not sure I really looked. I wasn’t too rational once I saw the hole in his head. What kind of joke was the gun? Just a joke. When things went badly, we talked about shooting ourselves but we really didn’t MEAN it. Sometimes we’d point the gun at each other jokingly during disagreements. Sometimes we’d pretend we were playing Russian Roulette when we had a tough decision to make. Pointing a gun isn’t very smart. Weren’t you afraid it might be loaded? No. We never thought about it as an actual gun. It was just a toy as far as we were concerned. Are you saying you thought it was a toy gun?
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No. We knew it was a real gun because it had some sort of story behind it. Some guy Larry’d been in jail with gave it to him; told him, “This is the way you rob banks — not with computers.” That’s all I remember of the story. I meant it was LIKE a toy. We played with it. I never thought of it having real bullets. I certainly never thought that anyone would shoot themselves with it. You think Larry shot himself? Yes. Don’t you? We’re in the process of writing a press release which says exactly that. One of your cops told me Larry has powder burns on his right hand. Which cop? I don’t know; one of them. Like I said: a cop. He was wearing blue. We have no official opinion of the cause of death at this time. Ascertaining the cause of death is the purpose of this investigation. No policeman is authorized to speculate as to the cause or discuss evidence with witnesses. I see. Do you have an “unofficial opinion” of the cause of death? We have no opinions at this time. This interview will go more quickly if I ask the questions. Please — go ahead. I really do need to get to my Board meeting. At any time after discovering the body did you touch the deceased, his clothes, or the weapon? I didn’t touch the gun — I said that. I did touch Larry’s neck to take his pulse. He was very cold. You said you could see that he was dead of a bullet wound. Why would you take his pulse? I don’t know. I think I touched his neck anyway; maybe just because I meant to take his pulse. He was very, very cold. When was the last time you saw the deceased alive? When I left the office last night. His office door was closed but I could hear him talking on the phone. When was that? About six. Were there other people in the office besides you and the deceased when you left? There must have been about fifty people. This is a startup, not a nine-to-five company. The receptionist was gone, but most of the technical staff were here. Most programmers come in late and work late. Other people stay late. Can you name some of the people who were here when you left?
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I’m sure I can. May I please have some names? Uh ... Dom Montain, he’s our CTO. What’s a CTO? Chief Technical Officer. He was here when you left last night? I’m sure he was. He always works late. Did you actually see him when you were leaving? I’m not sure. Maybe. I think so. I think I said good night to him. Who else? Irma Sukander. She was in the lady’s room when I went in just before leaving. What is her job? Programmer. Anyone else? There were lots of other people, but I don’t remember specifically who. Did anyone see you leave? Irma saw me prepare to leave. Did anyone see you actually leave? Any number of people MIGHT have seen me leave. I... wait! Kevin Wong walked down the steps with me. What’s his job? He’s another programmer. I thought you said programmers work late. Why was he leaving at six? I think he was making a pizza run. Programmers live on pizza and caffeinated soft-drinks. There were a lot of pizza boxes stacked in the trash this morning. Where did you go after you left the office? Home. How did you get there? Subway. Do you always take the subway? Usually, why? Isn’t that unusual? I think of executives using a car service, not the subway.
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Not if they want to get anywhere in a hurry — not in New York. When did you get home? Sometime before seven. I saw the beginning of the national news. Was your husband home? No. Did he come home later? No. Is he on a business trip? He’s away from home. Is he often away from home? Does it matter? Does it matter to this investigation? Can we get this done? I can never tell what matters until I ask the question; I’m sorry but that’s the way it is. Was anyone else with you at any time last night? No. Did anyone see you come home or leave in the morning? A doorman? I told you, we live in a brownstone; we don’t have a doorman. As far as I know, no one saw me come or go. Did anyone call you at home last night? Yes. Thanks for helping me with my alibi; I can tell you’ve done this before. I did get several calls from friends and business contacts. Some were on my cell phone so I guess that doesn’t count but some were on my landline as well. And I made some calls and did some e-mail. I’ll want a list of the names and the times of calls as best you can remember them. Can you think of any reason why the deceased would have taken his own life? No. He was depressed about the low stock price and worried about more hostiles but he was a tough— Hostiles? Hostile what? Hostile takeover attempts. About a year ago a major competitor — antihack — made an attempt to take over hackoff. That sometimes happens when your stock price is low. Larry was worried that there’d be more attempts since the stock price still sucks. I assume guns aren’t used in hostile takeover attempts. Can you think of any reason why anyone would want to kill the deceased?
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There are lots of people who don’t like Larry; he’s not always ... he wasn’t always very nice. He put people down when he thought they were stupid or were wasting his time. He played rough. Played rough? Could you elaborate? He got a lot tougher when he was in jail. He liked to face people down; he liked to see them back down. Who did he “face down”? The CEO of antihack, for one. They met at a benefit dinner while the hostile — the hostile takeover attempt — was going on. Wrobly put his arm around Larry like they were old friends. Larry told him, “Get that off me or I’ll break it off at your shoulder, you fucking piece of shit.” You witnessed this encounter? Yes. So did everyone at our table at the dinner. Your table... Larry bought a table and filled it with whoever he pleased. That’s the way these charity things are done. Who else did Larry “face down?” A lot of people, including Dom Montain whenever he had a chance. But this is a waste of time. Larry killed himself. Maybe there are people who would’ve wanted to kill him and maybe there aren’t; but he killed himself. How do you know that? One, because your cop told me about the powder burns. Two, it just makes sense. I mean, no one was in Larry’s office when I found him. No one had been in Larry’s office since 5:30 the night before. How do you know that? I checked the security logs. See these cards we wear? these are RFIDs. What’s an RFID? Radio Frequency Identifier Device. Everyone on staff wears them. Every time we enter or leave a room, a receiver gets the tag ID and knows who went in or who went out. It’s all logged. What if someone comes in who isn’t wearing a tag? Then a big, loud alarm goes off and that incident is logged. That didn’t happen last night but it sometimes does. So you checked these logs yourself? Of course. Why didn’t you tell me about this earlier?
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You didn’t ask. Look, detective, I can’t seriously believe that you think Larry’s death was murder. I know you have to ask questions and establish alibis, but I’ve got to do my Board meeting and get my press release out or the SEC will really fry my ass. Why do you have such an elaborate security system? Do you keep money or drugs here? (laughs) Detective, we keep something much more valuable than money or drugs here: the source code — the computer instructions — that are hackoff’s crown jewels. Our stuff is patented but it can still be stolen. More importantly, half the hackers in the world spend all their time and the rest spend half their time trying to hack into our customers’ websites. If they knew how hackoff’s software worked, they might be able to defeat it. Our intellectual property is priceless, and we guard it that way. Who knows the most about this security system? Our security officer, Marlene Chou. Is she here? Yes. If you would be so kind as to send her in, I think I can let you go for now. I’ll need a list of people you talked to on the phone last night. Sometime today, please. If you think of anything else relevant to the investigation — even POTENTIALLY relevant to the investigation — please call me. Thank you for your cooperation, Ms. Langhorne. You’re entirely welcome. ###
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF hackoff.com INC. DATED: April 1, 2003 A telephonic meeting of the Board of Directors of hackoff.com Inc. (the “Corporation”) was held on April 1 at 9:00 AM Eastern time. Present were members Joseph Windaw, Joanne Ankers, Franklin Adams, and Donna Langhorne. In addition, Aaron Smyth, Executive Vice President, General Counsel and Secretary of the Board, was present and kept minutes.
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Mr. Windaw chaired the meeting in the absence of the Chairman, Larry Lazard. All participants in the call could hear, and could be heard by, all other participants. The following matters were covered: 1. Ms. Langhorne informed the Board of the death of Chairman and CEO, Larry Lazard. Ms. Langhorne related that she, herself, found the body at 7:00 AM this morning. A police investigation is underway. Although there has been no official determination of cause of death, indications point to suicide. In addition to the New York City Police Department, NASDAQ and the SEC have also been informed, and NASDAQ has advised that trading in the company’s stock will be temporarily suspended pending dissemination of an announcement. 2. The Board decided that the positions of Chairman and CEO should be split in the future as is allowed by the Company’s bylaws. 3. The Board elected Joseph Windaw as non-executive Chairman. The vote was unanimous with the exception of Mr. Windaw, who abstained. 4. After a discussion from which Ms. Langhorne recused herself, the Board elected Ms. Langhorne as CEO. 5. The Board authorized Ms. Langhorne to engage an executive search firm to find a candidate to fill the Board position left vacant by Mr. Lazard’s death. 6. Ms. Langhorne recommended to the Board that it appoint Lew Marigold as acting CFO. Ms. Langhorne advised the Board that she would like to take some time to determine if he is the right candidate to fill the position permanently. The Board unanimously approved these recommendations. There being no further business, the meeting was thereupon adjourned. Respectfully submitted, Aaron Smyth, Esq. Secretary
###
E-mail, April 1, 2003
From: Sent: To: Joseph Windaw [mailto:[email protected]] Tuesday, April 1, 2003 9:45 AM Joanne Ankers
hackoff.com Subject: Board Meeting
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Do you think she really would’ve quit if we’d made her acting CEO?
From: Sent: To: Subject:
Joanne Ankers [mailto:[email protected]] Tuesday, April 1, 2003 9:55 AM Joseph Windaw RE: Board Meeting
We’ll never know. She plays her cards close to her very big chest:-}
From: Sent: To: Subject:
Donna Langhorne Tuesday, April 1, 2003 Ahmed Qali Contract Work
10:57 AM
I want to assure you that there is no change in the status of your group as critical vendors to hackoff.com. Ongoing projects should be continued and outstanding invoices will be paid on a timely basis. I want to thank you in advance for your cooperation in these difficult times.
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Chapter 2: The Beauty Contest, February - March 1999
Early February can be an ugly time in New York City. Outside the eastfacing windows of the hackoff.com boardroom, dirty snow swirls towards its doom in the dark East River. The crews of the tankers, ferries, tugs and barges rushing downstream or pushing upstream look cold as they huddle into their coats and parkas. They spend as little time on deck as possible. The passengers in the ferries from Brooklyn, New Jersey, and other Manhattan docks are invisible until the boats reach the Wall Street Landing; then they scurry to disembark, hunched over against the wind and blowing snow. Inside the hackoff.com boardroom, Chairman and CEO Larry Lazard presides over a board meeting from the middle of the oval table. His back is to the dark snow and river. Larry is a little over six feet tall but slumps as if to look down on shorter people. He has brown hair and eyes. His most singular feature is a dark brow which brooks no interruption as it crosses the bridge of his nose. His large brow and his small, thin-lipped mouth gives his face a triangular look. His well-fitted hackoff tshirt makes it clear that he works out although his muscles are tight rather than massive. He wears casual slacks and loafers with no socks. One of his knees is on the table and his chair is tipped back. To Larry’s right is CFO and Board member Donna Langhorne. Her naturally-blond hair is just short of shoulder-length and drawn back in a loose bun with an elastic around it. Donna’s face is a classic oval, eyebrows dark, eyes blue, nose small, mouth full but just short of pouting, chin appropriate for the oval but with slightly visible diagonal cleft. She dimples on the left side when she smiles as she is now doing. She’s wearing a bulky hackoff sweatshirt but it doesn’t hide the swell of her large, high breasts. Her jeans are tailored At the other end of the table from Donna is Board member Joanne Ankers from Big Router Inc. She is an attractive flat-chested woman stylishly dressed in a tailored blue suit jacket. She wears her brown hair short. Big Router’s venture fund invested in hackoff when the company raised its second round of venture capital last September, and Joanne — a junior member of Big Router Ventures staff — became a Board member of hackoff as a consequence of that investment. Joanne is thirty-two. Aaron Smyth, forty-seven, hackoff General Counsel, sits directly across the table from Larry behind a mass of papers and a laptop computer open for typing. Although not a board member, he is its secretary and prepares resolutions and takes minutes. He is as casually-dressed as his boss except that he wears socks.
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The final two board members flank Aaron and face Larry and the window. They are both venture capitalists and are on the board as a condition of their firms’ investments. At six-foot-three with broad shoulders, Joseph Windaw of Windaw Wallar Ventures is imposing. The blond hair on his large head is thinning and going white. He's the only man in the room wearing a sports jacket. It’s clear from both his bulk and his presence that this is a onetime athlete who, at forty-five, keeps vigorously in shape. Franklin Adams of Silicon Alley ad-Ventures looks New York Jewish, despite his name. He has curly brown hair and skin that hasn’t seen the sun in a long time. Below a large nose, he sports an ineradicable trace of mustache. He’s thirty. Franklin Adams is talking intently. It is what he is saying that's making Donna smile and dimple. “Strange as it may sound, it's time to start preparing for our IPO. I hear that antihack is already talking to bankers and, if we’re not careful, they’ll get out ahead of us. I know this is a full year earlier than we initially planned; I know we haven’t done all the things I said we’d have to do before we could go public — like get profitable or at least cash-flow positive. But that was then and this is now. There’s never been a market like this one.” Franklin sprays very slightly as he talks. “It’s a huge distraction while we’re still building critical mass in our operations — still staffing up,” says Donna, without sounding argumentative. “I agree,” Joanne answers Franklin, ignoring Donna’s intervening comment. “Many of our portfolio companies are already public, some with less actual track record than hackoff. It seems they're all preparing to go. We may be behind.” There’s a silence. “What do you think, Joe?” asks Larry of the big man. “It’s crazy,” Joe Windaw says. “There’s never been anything like it, probably never will be again.” “So you think it’s too early?” Larry asks. “We should stick with the plan?” “No, we have to do it now,” says Joe. “We can’t NOT take free capital when everybody else is doing it. We’ve got to go.” “Even if everyone else is crazy?” Larry persists. “My mother would say ‘just because everyone else is jumping off a cliff would you jump off, too?’” “Your mother was right about cliffs,” says Franklin. “But this is NASDAQ and this is now and now is different.” “Donna, what do you think?” asks Larry. It’s unusual for him to seek consensus. His usual chairing technique is either to dominate the discussion or sit back and listen until he gets bored or makes a decision. “I think we may have to do it, Lar.” Her lips are moist and she is breathing slightly heavily. “We should do it because it the right thing to do,” says Joanne prissily. “We don’t have to raise money; we are somewhat behind plan, I think, although Donna still owes us some numbers on that.”
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“So what DO you think, Joanne?” asks Larry. “I thought you said we should go. Now are you saying we shouldn’t?” “No, no, not at all,” says Joanne. “I just want to make sure we have all our ducks lined up properly.” “Are any of our ducks out of line, Joanne?” Donna asks. “Well, as we were saying earlier in the meeting, we don’t have a great handle on…” “Yeah, yeah,” interrupts Larry. “We know we have to have everything locked down. We can do that. Donna can do that. Okay, you’ve talked me into it. If we decide now that we want to go public as soon as possible, what happens when? When do we get rich and famous?” Franklin and Joe both start to answer at once, Franklin at about twice as many words per minute as Joe. Each stops in deference to the other. Joe gestures to the younger man to go ahead. “You’ve played the game according to the new rules as many times as anyone, Franklin,” Joe says. “Tell them how it’s done.” “As you know,” says Franklin rapidly, “there are two things we need before we can get on the road in front of investors: bankers and an approved prospectus. By the way, we don’t get rich this time even if the company does. When companies go public this early these days, investors don’t expect insiders to do any selling.” He sprays quite a bit on the twin sibilants of "insiders" and "selling" but Larry leans forward eagerly nevertheless. “We get to sell if and when there’s a secondary, but it’s too early to talk about that,” Franklin pauses then says: “We let the bankers compete for our business,." “That’s called a’ beauty show,’ right?” asks Donna. “Right, Donna, a beauty show,” says Joanne balefully. “So how do they compete?” asks Larry. “I thought the bastards all charge the same commission.” “They do,” says Franklin. “They’ve got that part figured out. What we really care about is how well they're gonna sell the deal and cover the company afterwards. It's very important that their sell-side analyst — the analyst they're going to have cover us — really understands the company and its story and is well enough respected to sell it. He or she is gonna have a lot to do with the success of the IPO and then with the success of the stock in the aftermarket. We WANNA hear from the VP who’s gonna own the deal. We’ll check our sources for you, that’s part of VC value-add, right Joe?” Joe nods. Franklin doesn't break stride. “We’ll find out if the VP’s got a big enough dick in the firm to make things happen. There are a lot of deals going on now and we have to do what we can to make sure OUR deal’s gonna get enough attention. We may hear from one of their senior sales guys, but that’s not too important because they all say the same thing — they’re sales guys. They tell you they're closer to Fidelity and Semper and Janus and all the big funds than anyone else and that they’ll get the best set of appointments.
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“We may hear from the trading guy, too. They all run pretty good desks but it’s worth listening to those guys to see if you like ’em. The stock’s in their hands once trading opens. They also count the orders during the roadshow so they can give us a handle on what’s going on.” “How do we hear from these guys? They come here, right?” asks Larry. “Can’t we bargain on commission? What if we did? Wouldn’t we be showing strength?” “You won’t get anything on commission, Larry, trust me,” says Joe. “As much as these guys are hungry for deals like ours, as much as this is found money to them, they’ve got too much at stake to crack on commissions. They’d rather pass on a deal than do that. They know what happened to the retail side of the business when they had to compete on commissions; they don’t make any money there now. They have to leave most of that to the discount brokers, so they’re not about to crack on the corporate side. The good thing is that, because THIS is where they make their money—“ He presses an index finger into the glossy top of the conference table. “—they work for us, not for the retail accounts.” “How can businesses be such patsies?” says Larry. “Retail customers bargain on commissions and companies don’t? Doesn’t make any sense.” “Maybe not, Larry,” says Joe as calm as usual, “but everyone’s making too much money to worry about it.” “So we’ll get the usual guys in,” Franklin resumes, “Lehman and Barcourt and Morgan Stanley and Oppenheimer — Merrill is probably too retail-oriented — maybe a few of the boutiques who could end up below the lead on the deal. But we want a bulge bracket (he means the big, huge investment banks everybody’s heard of) to be the lead. Joe and I can call them if you want…” “I know someone at Oppenheimer,” says Joanne. No one looks at her. “We’ll refer them to Donna,” says Franklin. “She can set up the meetings.” “You guys wanna be there?” Larry asks Joe and then Franklin. “If I can be helpful…” Joanne starts. “No,” says Joe after exchanging nods with Franklin. “Too hard to schedule if we get involved. We know a lot of these guys and there has to be rapport between management and the bankers or the roadshow doesn’t play well. You guys do it. Call us when you want help. Give us the short list and your recommendations. Of course, the final choice has to be a formal Board decision.” “And the final commission?” asks Larry. “Drop it, Lar,” says Donna gently. “So bankers we get,” Franklin continues, “but an approved red herring is gonna be another story.” By “red herring” he means the prospectus which is the official solicitation for investors. Before a company can solicit investors, the Securities and Exchange Commission must approve every word of the prospectus which,
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according to regs, is the only substantive written communication the company can make while marketing its new stock. Other than the prospectus, companies are forced to enter a “quiet period” just before and after their IPOs. “So the problem,” Franklin says, “is that the SEC is overworked right now, to put it mildly. Every Tom, Dick, and Harvey is going public and there just aren’t enough examiners to keep up with the volume. They can’t hire more because Congress is feeling a little pissy about the boom and won’t give them more budget. So we could wait longer than we’d like to get approval...” “How long?” asks Larry. “Used to be thirty days, now forty-five minimum,” says Franklin. “Depends.” “On what?” asks Larry. “Just depends,” repeats Franklin. “Don’t know. How big the pile, how slow the examiner. Whether there’s a supervisor free to review it. And that’s just for the first round of comments. Then we get the comments back and we gotta respond to every one of them. Then we gotta have to wait for their responses back to our responses. Those usually take at least ten to fifteen working days if there aren’t too many comments. Important thing is that we’re out on the road by July. August everything shuts down. Slip past July and we have to wait until September, and then it really gets crowded.” And so it is decided that hackoff.com will go public forthwith. # Someone once said that when Donna Langhorne enters a room, she sucks all the oxygen out of it. The three male bankers in the hackoff.com conference room certainly look as if they are having difficulty breathing when she walks through the door. “You guys don’t have to dress up to come here,” says Larry Lazard. “We're casual.” He's in jeans and a hackoff polo shirt. The male bankers are in pin-striped suits with tailored shirts and yellow ties. They're all looking at Donna, who is wearing slacks and a hackoff sweatshirt. “Next time we’ll know better," says Harvey Maklin, a Barcourt & Brotherson Vice President and would-be lead banker for the hackoff IPO. He is trying not to look at Donna but has a hard time maintaining eye contact with Larry. Barcourt is visiting hackoff as part of the “beauty contest” to choose a lead investment bank for the planned IPO. “How was your weekend?” asks Harvey. “Did you get some golf in?” “Let’s start the meeting,” says Larry. “Uh … okay,” says Harvey. “Again, I’d like to thank you for considering Barcourt as the lead on this transaction. Sam Gutfreund is our chief trader. If we’re your bankers, he’ll get you opened well and make sure the after-market is orderly. John Braxton is our chief software analyst. We’ve decided that John is the right analyst to cover hackoff.com and he’s been getting up to speed on the story. He—”
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“Why?” asks Larry. “Why is he getting up to speed?” “No. Why is he the right analyst? He’s a software analyst. We’re in the e-commerce business. I don’t think he knows squat about e-commerce.” Harvey has a reputation for being unflappable. CEOs have been getting increasingly arrogant as their IPOs soared. “We considered whether to cover hackoff.com as an e-com or a software company. We discussed it with a few of the big funds and they think of you as software. That’s what you sell. If you were in e-com, people would always be asking ‘how many eyeballs have you got?’, ‘how many hits are you getting?’, ‘what is your website ranked?’. Hackoff grows by selling licenses, not by attracting eyeballs. That’s the software business. So we’ve asked John to cover you as a software company and he has been getting up to speed on the story, as I said—” “And he still doesn’t know squat,” Larry interrupts. Donna says: “John, why don’t you tell us something about how you see the company. How are you going to tell the story?” Everyone except Larry and Harvey look relieved. Larry leans back in his chair, though, and listens. “We have a presentation we’d like to show you,” says Harvey. “It should tell you something about us and how we see hackoff and the IPO. I think it’ll give you a good idea of our thinking.” Larry slams the front feet of his chair back on the floor and leans forward toward Harvey who flinches before he can get himself under control. For a long moment, Larry allows an uncomfortable silence to compound. “Spare us the presentation, please,” he says with ominous softness. “We want to know what John thinks. We already know what’s in the presentation. You’re the fourth bank to come through.” “I think you’ll find it interesting,” Harvey persists. “Let me tell you what’s in the presentation,” says Larry. “First, the title page has the logos of Barcourt and hackoff. Then, there is a page with the logos of all the companies you’ve taken public and helped to raise money in the last year. The logos of the software companies — because you idiots think we’re a software company — will somehow be set off from the others. Then there is a graph that shows that, even though you’re really only number three or number four in terms of money raised, you’re really number one for some esoteric reason. There may be a chart showing how successful companies you’ve taken public have been in the aftermarket. Can you tell me I’m wrong?” “Well,” Harvey says with a forced smile, “you’re not exactly WRONG but ... but that’s just the intro stuff; the stuff you may want to show your board. Then we get to the specifics of our vision for the IPO, for the positioning of hackoff — the things you were asking about. That’s what I expect you and Donna will be most interested in.” “You’re forgetting the page with your resume and John’s resume and the trader, I forget your name,” Larry says.
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“Sam, Sam Gutfreund,” says Harvey. “Yes. You’re right; there are some resumé pages. I’ve also put in the resumés of our US and International Sales VPs since they’ll be important to the transaction.” Larry says: “So why do you want to waste our time with all this?” “I have an idea,” Donna interjects. “I’m sure John can tell us how he sees positioning the company and telling the story without the slides. Our Board will want to see them as part of its decision, of course. We’ll take the books and look at them later.” “Sounds good to me,” says Harvey quickly. Larry again prolongs a silence as everyone looks at him, then nods curtly to John: “Go.” “The big question,” says John Braxton, senior software analyst for Barcourt & Brotherson, “is: What metric is The Street going to use to value hackoff? Since you don’t have positive earnings, it can’t be that. But that’s not too bad because no one else going public these days has positive earnings either. It’s hard to measure the dollar value of your sales since you take an equity position in so many of your customers and they don’t have any earnings either. In this new economy, it is essential to have an alternative to earnings in determining a company’s value. We have to find the metric that we teach The Street to use in valuing hackoff. IF you were an e-com company...” He carefully looks at Donna and not Larry. “IF you were an e-com company, then you’d be measured on hits or eyeballs or unique logins or something like that. Clearly, you’re not. So the obvious metric for hackoff is the quarter-end value of the stocks in your portfolio.” “That’s easy,” says Donna. “That number shows up on our balance sheet each quarter.” “No,” says John, “No, it doesn’t. Not the number I want to base our story on. The GAAP number is too low.” Generally Accepted Accounting Principles are supposed to define how US companies report their financial results to securities markets. Following GAAP, hackoff values each stock in its portfolio at the value it had (or was believed to have had) on the day hackoff was paid in that particular stock. The stocks in hackoff’s portfolio have been going up, but this doesn’t show up in hackoff’s GAAP reports unless hackoff sells some of these stocks and “recognizes” profit. If some of the stocks were to go down below the initial price– not something which happens much at this time in market history, then hackoff would have to write down the value of these stocks in its portfolio to reflect current market conditions. “We think it’s pretty good,” says Donna. “The book value of the equities we were paid in was ten mil at the end of '98. It’ll probably be around fifteen mil at the end of the first quarter and those are the numbers investors are going to see.” “With all due respect,” says John, “these are piss-ass numbers. You’re looking for the market to value the company somewhere around five-hundred mil at the IPO. And we want it to go up quickly from there. That’s not going to
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happen given a portfolio value of fifteen mil. I figure the true value of the stock in your portfolio at something like thirty million at the end of '98 and more like ninety million or even a hundred million when we go on the road. That’s exciting.” “John,” says Donna, “are you suggesting that we sell the stock in our portfolio so we can report higher values? That’s brain-dead.” “Of course not, Donna,” says John. “Only an idiot would sell in a market like this. We know you’re smart people and certainly don’t want to do anything that would make investors think otherwise. What I’m saying is that, besides the GAAP number, which we have to report, we report a ’non-GAAP‘ number as well. This number doesn’t show up in P&L or your balance sheet but you highlight it in the text of the quarterly press release and you talk about it on the call.” “Can we do that?” asks Donna thoughtfully. “Of course we can.” Larry has been following intently but silently. “In fact we owe it to investors to tell them the true value of our portfolio. We owe it to them to tell them how well our equity strategy is working. How else can they make an informed investment decision? It’s not our fault that GAAP is stupid and irrelevant, invented by accountants for another universe long, long ago.” Harvey Maklin jumps in: “We’ve checked with our attorneys. They believe you can provide this non-GAAP number. You will want the opinion of your own attorneys, of course. We’ll want that number to appear in the prospectus so if the SEC people who review that don’t barf all over it, we can feel reasonably free to keep using it in quarterly reporting.” “John,” asks Donna, “how do you calculate the current value of the customer equity we hold? Most of our customers aren’t public yet. There isn’t any usable valuation data for them.” “That’s the beauty,” says John. “We get to establish the value. We do it ‘conservatively’, of course, just take their potential value at IPO. For the ones that are public, we use their current stock prices. When I explain this to the fund managers, they’ll realize that I’m being very conservative because obviously stocks go up after IPO and obviously, in general, the e-com stocks will go up from here. They like a conservative story because it gives them more upside — more room to win. I always leave them room to be a little smarter than what I’m telling them, so they can earn their bonuses by having the stock go up while they hold it. Everybody wins.” “What if NASDAQ has a down quarter?” Donna asks. “We’ll get clobbered even if we have a good quarter.” “Good question,” says John. “Someday that may happen, of course, even in this new era. You have some protection as long as some of the companies in your portfolio go public during the quarter because those’ll get an up pop even in a down market and help the whole portfolio. It’s dangerous and could hurt us in the short term someday, but I think it’s a risk worth taking; this number lets you benefit not only from your own success but also the success of the
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industry and the NASDAQ stocks. And, after all, that’s really what your business plan is all about. You’re e-com squared.” “Cubed,” says Larry. “You’re right about our business plan but it’s ‘e-com cubed’, not squared.” “Cubed?” ask Donna and John together and then smile at each other when they realize they’ve said the word in stereo. John almost giggles when Donna smiles. “Cubed,” says Larry. “The more e-com flourishes, the more licenses we sell; that’s one dimension. Then, as you said, the higher our licensees’ stocks go, the greater the value of what we got paid. So that’s another dimension and brings us to squared. But we know that this is a market that feeds on success, so, as we succeed in the first two dimensions, our stock will trade at a higher multiple of our portfolio value — that’s the third dimension. You’re not as dumb as you look. I’m beginning to like this.” “You ought to be a securities analyst,” says Harvey Maklin. “But, if I may: a word of advice.” “Go ahead,” says Larry now preening and good-natured. “Just do the squared bit on the roadshow; don’t talk about ‘cubed’ with the investors you’ll be presenting to.” “Why not?” asks Larry, suddenly not as genial. “It’s better for us to do it than you,” John Braxton explains. “Investors want management to talk about the company and not about the stock. That’s what they expect even though they really only care about the stock. Then WE talk to them about the stock. Many of them’ll call me after you do your pitch. Then I can tell them, if they liked e-com squared, they’re really getting e-com cubed. That’ll hunt with the ones who are quants…” “I get it,” says Larry, “what’s a ‘quant’, though?” “The quantitative ones, the ones that like numbers,” John says. “some like people — they want to know all about the management team; some like technology; and some like numbers. Part of a good pitch is telling them apart and putting the right spin on the story for who you’re pitching. Our sales team will help with that; they know these guys pretty well. And you’ll get good at it, too. They ask questions in the areas they’re comfortable with. The quants always ask number questions; the techies always ask technology questions.” “Okay,” says Larry, “but be sure that you do it.” “Do what?” asks John. “Tell them about ‘cubed’ if I’m only talking ‘squared’,” says Larry. “I’m counting on you.” “Trust me,” says John. “This is a good strategy; this dog’ll hunt. We want hackoff priced at a multiple of the value of its portfolio. One problem, though, is that we won’t be able to use the portfolio value for the whisper number.” “What the fuck’s a ‘whisper number’?” asks Larry. “It’s a number higher than the number you gave in guidance that analysts tell their clients you are actually going to make for the quarter. It helps us with our clients to give them the inside scoop, but it’s very bad if you
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don’t deliver what we promise. So you’ve got to help us figure out what the whisper number should be and then you’ve got to beat it slightly or we’re all in deep doo-doo and the stock is in the toilet.” “Why don’t we beat it by a lot?” asks Larry. “Because then we lose credibility and it looks like you’re sandbagging and The Street will make really inflated estimates for you and you’ll miss them and everyone loses,” explains John. “So what is this metric?” asks Donna. “I understand that it can’t be the portfolio value because we won’t give guidance on that and you won’t want to guess what it’ll be at the end of the quarter a quarter in advance.” “Smart woman,” says John. “The portfolio value is too volatile to predict, so we need something else. We don’t want to use earnings — both because you aren’t yet profitable and because the number is too small. It misses the increasing value of the stock in your portfolio.” He glances at Harvey. “We think the right number to use is the number of sites using your software; this is the first dimension of your e-com cubed or squared story so it all fits in. And it’s a number that should always go up, which is important for the whisper number. Of course, this doesn’t correlate to earnings or even revenues, but nothing does these days and that’s no problem. The fund managers will understand that this number can keep growing forever since the number of e-com sites keeps increasing and so the stock will always have growth potential as it tracks this number.” “Won’t work,” says Donna. “A lot of flaky sites come and go. They license from us and then they’re gone. In a summer quarter when there are fewer startups and more failures, the number of active licenses could actually go down. It happened last summer; it may happen this summer while we’re selling the deal.” “That’s easy,” says John. “Don’t count the licenses that disappear. Do like McDonalds: so many sold. It’s a number that has to keep going up. You will have to condition The Street for seasonality; it won’t go up as much in the summer as in the winter but they’ll understand that. The important thing is that you be able to give good public guidance. You also need to give us good guidance on what the whisper number should be and then keep beating it. That’s what successful companies do. Look at Microsoft. Every quarter they talk about why things can’t keep being as good. Every quarter they give a lowball estimate. Every quarter the whisper number is a penny or two over what the company has indicated. Every quarter they beat the whisper number by a penny or two. That’s the way a company should be run.” “But that’s real fucking earnings,” says Larry. “That’s not some made-up metric as a proxy for earnings. That’s why we can’t be covered as a software business; we’re not Microsoft; no one will believe we are. We’re an e-commerce company; look at Amazon’s price — they’re a book store that doesn’t make money; look at Yahoo — they’re mostly a free service. We’ve got to be an e-commerce company. This has to be an e-commerce story. You just agreed
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that we’re e-com cubed and now you want to talk about us like a fucking software company.” “In many ways Microsoft is an old fashioned company,” says Harvey, shielding John from Larry’s vehemence. “You’re the software company of the future. All Microsoft gets is a little revenue each time a customer buys a product; they get a nice share of the revenue stream of the computer manufacturers through Windows and Office royalties; but they don’t actually get a piece of their customers the way that hackoff does. That’s the beauty of your story.” “Tell us the new software story, John,” says Donna. “Tell us this new bedtime story.” John drops a beat at Donna’s mention of bed but goes on: “Okay. The key metrics for hackoff.com are the value of its portfolio and the cumulative number of sites that have licensed the software. Obviously, the bankers are going to have to build those into the PowerPoint presentation they put together for the roadshow. I’ll build my spreadsheet model based on those metrics. Of course, I still have to come up with an argument about what multiple of the portfolio value you should trade at based on your growth rate in licenses. This is tough because there are no real comparables so we can’t just compare you to some other company in the same business. So I’ll put together a model that relates the number of licenses you’ve sold so far to the value of the equity you hold PLUS the present value of the revenue streams you’ll get. That part hardly matters but it does generate the cash you need to operate so you don’t have to keep going back to The Street and diluting everybody’s equity.” “But we WANT to go back to The Street, “says Donna. “We WANT to do a secondary offering. That’s when we get the really high value and that’s when the VCs and founders get to take some cash off the table.” “Of course you do, “says Harvey. “We want to handle your secondary, too. We want you to go out many times, collect all the money you can — it’s a sin not to. But no one wants you to do a secondary because you have to; you get a lousy price if you need the money. You do a secondary because you can; because The Street WANTS you to; because The Street loves your story and NEEDS to have more of your stock to trade.” “As long as that’s understood,” says Donna. “Understood,” says John, “trust me. So we establish a ratio between licenses sold and equity value acquired. Over time, equity per license goes up, obviously, as e-com companies continue to grow and you get further market power and can demand a better share. So there’s a double upside, the growth in the number of licenses and the growth in the equity from all licenses past, present and future. And cash needs are taken care of by the cash licenses. Smart fund managers will realize that, over time, you’ll spin out or sell some of the equity and further enhance cash flow — but we won’t complicate it with that now. In fact, the only thing wrong with the story is that it’s complicated. We’re going to have to work hard to dumb it down for the roadshow. Fund managers and buy-side analysts don’t think a lot; they don’t have time to.
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They go to eight or nine pitches a day. They’re only half listening unless something catches their interest and they’ll make up their mind before you leave the room. They have to make sure they get the hot issues or they’ll be out-performed by other funds and that’s the way to the door for them.” “Of course,” Harvey picks up smoothly, “when you come in with Barcourt & Brotherson, they know you’re a good story and that you’re worth paying attention to. And, even if they can’t focus that day — problem with the wife, losers in the portfolio, too much partying the night before — they’re still likely to buy because of their relationship with Barcourt. Even if they don’t like the particular company, they value their relationship with us and want to take a piece of almost everything we bring them because then they know we’ll give them a piece of the really hot deals.” “So the pitch doesn’t matter?” asks Donna. “There going to buy us because we’re with you?” “The pitch matters,” Harvey says. “It all has to do with the aftermarket. One, we want them to want more stock than we’re willing to allocate them. That has to be, or they won’t buy in the aftermarket. A good pitch’ll make them greedy. Two, we don’t want them to dump on the initial run-up; that’s no way to start trading for the stock. If they don’t even hear the story, they’ll buy for the initial kick and then flip the stock. Of course, if they flip too often or don’t give us aftermarket support, then they don’t get any more allocations from us. But that’s a different story.” “I have an idea,” says Larry. “Investors are going to buy the stock partly because of the number of licenses we sell. So they should get reminded about our licenses. We let websites that license from us put the hackmenot logo on their websites; no, we MAKE them do it. Then every fucking site becomes an ad for our stock…” “That will help more with retail investors than the funds…” John begins. “Good idea, Larry,” Harvey interrupts. “Very good idea. I thought you were technical, not marketing.” “Sam, you haven’t said anything,” says Larry, not responding to the compliment. “Did you come all the way here just to listen to all this bullshit?” “I have nothing to say,” says Sam the Trader. “Isn’t the great trading desk you run the real reason we should use Barcourt for our IPO?” asks Larry. “All the other traders tell us that.” “Sounds like you already know that,” says Sam, smiling slightly. “Sam, tell them what the trading desk can do for them,” says Harvey. “They already know,” says Sam. “The trading desk gets the stock opened right. The toughest part is the first hours and the first days when volumes are enormous and the stock is getting a lot of attention but hasn’t found a level or a pattern yet. Yada yada yada — I’m sure the other traders all told you that. The difference is that my trading desk is the best at doing this. Most of them will give you a trader part-time right after you open, then quickly lump you in with a bunch of other stocks. You get lost. The stock gets lost. It wanders around. It gets a bad rep.
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“I give you a dedicated trader, a GOOD dedicated trader for the first couple of days. And I keep you with a select group of stocks as long as I have to. That way your stock gets a good reputation. That’s important because all the funds you’ve sold to are trying to figure out whether to flip or not. If they see an orderly stock moving up in a good way, they stick with us. If they see a stock flopping around, they get spooked and they pull the trigger and sell. They’ve already got their profit. It’s important to keep them during that first week. They get used to you and keep you in the portfolio for a while ... if you don’t screw up.” “Whaddaya mean ‘if we don’t screw up’?” asks Larry. His tone is harsh. “He means…” Harvey starts to interject. “Let HIM answer.” “There’s nothing I can do if you don’t deliver your numbers,” says Sam. “Nothing at all. You heard that stuff about the whisper number: you put out a number, you get John to put out a number, and you miss it, you’re toast. Stock drops like a rock. I try to keep it orderly, but the truth is there’s nothing much we can do. Or even TRY to do — don’t want to get rope burn. We don’t stop you if you screw up and fall.” “But Sam can help…” Harvey again interjects. “He’s telling me the truth and you’re trying to bullshit me. Stop!” commands Larry. Harvey starts to say something and then thinks better of it. The silence is uncomfortable and continues until Donna asks: “You guys ready for the tour?” “Yes, Thank you very much for your attention. We’re looking forward to learning more about hackoff and we’d very much like your business. We want to do this transaction. We want to do your secondary. We want to help with every liquidity event you and the company have,” says Harvey obviously relieved. “Here are the books.” He hands over perfect-bound books with the hackoff and Barcourt logos on the cover. “We covered most of this and I’m sure your Board will find them helpful.” “If you make the short list, we’ll be sure the Board gets them,” says Larry. He stands up to shake hands with Harvey but doesn’t smile. He says, “Remember, ‘cubed’,” to John Braxton as he shakes hands with him. “You play poker?” he asks Sam Gutfreund in a friendly tone. “Not anymore; too much like my day job,” says Sam. “Thought so,” says Larry. “See ya.” Donna’s goodbyes and handshakes are all warm but she holds John’s hands slightly longer than the others. “Thanks for coming,” she says. “I like the way you tell the story.” “You got the hots for Braxton?” Larry asks Donna when the bankers have been escorted off by Eve Gross from marketing for their tour of hackoff. “All CFOs have the hots for their analysts,” says Donna. “What really turns me on is actually doing this IPO and then the secondary and getting filthy rich. It’s a B-School wet dream.”
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“Down girl,” says Larry. “Don’t overheat. We’re not there yet. The market could always tank and we’d have to go back to making money the old-fashioned way. And who says Braxton’s our analyst? We haven’t chosen Barcourt. Maklin is an asshole. I like the trader, Sam, though.” “You just told him he was our banker, Lar. You told him not to forget ‘cubed’. Talk about the hots; I thought you were going to come in your pants when they started the ‘squared’ stuff and then you told them it was ‘cubed’. What happened to the old poker face?” “I didn’t promise them shit. We still gotta listen to three more of these pitches; then tell the Board what we want to do. And, seriously, I’m worried about Maklin. He has no cajones; how can we believe he has the big dick we need in the firm?” “You did give him the patented Larry Lazard test for balls,” says Donna. “At least I didn’t rub them like you did with Braxton.” “They’re both good tests,” she says. “We’ll get the Board to check him out.” “Yeah, maybe we can get Joanne Ankers to use her contacts to check him out,” says Larry mischievously. “Yeah, once she gets out of her training bra, she might be useful,” responds Donna. “I’ll e-mail Windaw and Adams and see what they know.” “Sexist,” says Larry. They both seem very pleased with themselves. ###
E-mail, February 26, 1999
From: Sent: To: CC: Subject: Donna Langhorne [mailto: [email protected]] Friday, February 26, 1999 8:30 AM Joseph Windaw; Franklin Adams Larry Lazard Harvey Maklin
Joe, Frank: Got a favor to ask. Larry and I like John Braxton at Barcourt even though he’s a software analyst and we think we like their trader, Sam Gutfreund, but not sure whether Harvey Maklin, the VP who would own our transaction, is the “big dick” Franklin says we need. Frankly, seems to be a bit of a pansy. What do you guys know about him? Thanks. Donna
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From: Sent: To: CC: Subject:
Franklin Adams Friday, February 26, 1999 8:32 AM Joseph Windaw; Donna Langhorne Larry Lazard RE: Harvey Maklin
Don’t know him. Will check and get back to you. Gutfreund is a mean poker player. Braxton’ll burn you big time if you miss your numbers but can tell a story. Franklin
From: Sent: To: CC: Subject: Donna:
Joseph Windaw [mailto:[email protected]] Friday, February 26, 1999 10:00 AM Franklin Adams; Donna Langhorne; Joanne Ankers Larry Lazard RE: Harvey Maklin
I agree about John Braxton but don’t know Sam Gutfreund. I did some checking around and found that Harvey is “respected but not well-liked” at Barcourt. Most of his companies are big so he’s usually doing secondaries or debt placements or complicated hedge stuff for them but he does have a pretty good track record with IPOs, too. Mostly software, of course. With the companies he has, he must be able to get stuff done at Barcourt, which can be rather bureaucratic, because these companies would insist on it. However, it is easier to get things done for big companies than for small ones like us. Regards, Joseph
From: Sent: To: CC: Subject:
Joanne Ankers [mailto:[email protected]] Friday, February 26, 1999 10:02 AM Donna Langhorne; Larry Lazard; Franklin Adams; Joseph Windaw RE: Harvey Maklin
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I’m sure it was an oversight but would really appreciate it if you would copy me on e-mail like this; I could have started helping earlier if I didn’t have to wait until I got the copy of Joe’s mail. I will get back to you on what experience Big Router Ventures has had with Barcourt and these gentleman. Joanne
From: Sent: To: Subject:
Larry Lazard Friday, February 26, 1999 Donna Langhorne RE: Harvey Maklin
10:10 AM
You got your tit in a wringer on that one:-}
From: Sent: To: Subject:
Donna Langhorne [mailto: [email protected]] Friday, February 26, 1999 10:12 AM Larry Lazard RE: Harvey Maklin
That’ll never happen to her :-{. Probably why she has to try so hard to add value. Besides, she’s dumb.
From: Sent: To: CC: Subject:
Franklin Adams Friday, February 26, 1999 8:32 AM Joseph Windaw; Donna Langhorne; Joanne Ankers Larry Lazard RE: Harvey Maklin
I’m hearing about what Joe heard about Maklin. One strange story: he’s made a bundle of dough — bonuses the last couple of years so he moves into town from the burbs. Got a couple of small kids so that costs a bundle to start. About a year ago buys a co-op on Central Park West, big one in one of those big old renovated buildings. But no one from Barcourt that anyone knows is ever invited there. One day this
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woman has to bring some stuff up for him to sign — he’s being Mr. Mom because his wife is doing something. He invites her in while he reads the stuff. The place has NO furniture — at least not in the rooms that she can see. Like not a stick. A few kids toys around but thats it. Strange after a year and strange that he doesn’t use the place to entertain. But probably not here or there. He seems to get the job done. Franklin
From: Sent: To: Windaw Subject:
Joanne Ankers [mailto:[email protected]] Friday, February 26, 1999 2:00 PM Donna Langhorne; Larry Lazard; Franklin Adams; Joseph RE: Harvey Maklin
Gentlemen and Donna: No one here has had direct experience with Barcourt or any of the other people mentioned. Of course, there are very few software companies in our portfolio so that may be the reason. We understand that Maklin has a pretty good relationship with Microsoft so that makes us a little nervous. Joanne
From: Sent: To: Subject:
Donna Langhorne [mailto: [email protected]] Friday, February 26, 1999 2:30 PM Larry Lazard RE: Harvey Maklin
Boy, I’m sure glad we got her input.
From: Sent: To: CC: Subject:
Joseph Windaw [mailto:[email protected]] Friday, February 26, 1999 10:00 AM Franklin Adams; Donna Langhorne; Joanne Ankers Larry Lazard RE: Harvey Maklin
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Joanne: This is good input. However, I think we can forgive him for being close to Microsoft if he can get a good deal done for us. Regards, Joseph ### The hackoff Board meeting on March 5 is telephonic. Larry, Donna and Aaron Smyth are in Larry’s office in New York. Joseph, Franklin, and Joanne are in other places, connected through the Polycom on Larry’s conference table. “Joanne, sorry to get you up so early,” Donna says. It’s 8:30 AM on the East Coast; 5:30 AM on the West Coast where Big Router is located. “It was the only time that everyone was available and we want to move fast.” “I’m used to it,” Joanne says shortly. “Okay,” Larry says, “we’ve talked to all the bankers and we have a recommendation. I think all of you have the information they left for us.” “I didn’t get anything from Oppenheimer,” says Joanne. “It was Fedexed out last week,” says Donna. “Well I don’t have it.” “Do you want me to get the tracking number?” Donna asks. “What difference does it make? She either has it or doesn’t have it,” says Larry. “Well, I do like to have all the material,” says Joanne. “Management isn’t recommending Oppy, anyway, are you?” asks Franklin. “No, we’re not,” says Donna. “So it’s sort of a moot point.” “It’s not moot,” argues Joanne. “I should have all the material. There’s a reason why you’re not recommending them; that’s a recommendation in itself.” “I only have half-an-hour,” says Franklin. “Donna, I’m sure you’ll get a copy of the Oppy material to Joanne for her file. Won’t you? Let’s go over the recommendation if that’s okay with everyone.” “Fine,” says Joe. Joanne doesn’t reply. “Okay,” says Larry. “As you know, we’re recommending that Barcourt & Brotherson be the lead. John Braxton understands the value of our portfolio and our strategy better than anyone else. We think he’ll do the best job of telling the story to investors. I like the trader, Sam Gutfreund. I get the feeling he’ll do a good job at the desk for us. On the down side, Harvey Maklin, who’s the senior guy on the transaction is sort of an asshole, but all the feedback we’ve had is that he does a good job for his companies. On the downside is that
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we don’t think Barcourt is as close to some of the high-tech funds at Semper and Fido and other places that we want to target as Oppy is.” “Then why aren’t we going with Oppy?” asks Joanne. “Big Router HAS had experience with them.” Donna starts to answer but Larry waves her quiet and says: “Good question, Joanne. The problem is that the Oppy analyst who would’ve covered us just left and the new guy doesn’t know shit from shinola. He doesn’t understand e-commerce; he doesn’t understand software; he doesn’t understand our strategy. He used to cover shipping and I doubt if he understands that either.” “Yeah,” says Franklin. “I know him. He doesn’t understand shipping either.” “But it would still seem…” Joanne begins. “Joanne, let’s let management finish,” says Joe gently. “Franklin has to get off quickly and I’ve got another appointment as well.” While Donna makes rude faces at the Polycom, Larry puts on a conciliatory voice and says: “We would have liked to have Oppy on the deal. They were willing to be a co-lead with Barcourt and Donna asked Barcourt about that and they turned us down flat. They’ll take the lead or nothing. You know I believe in taking a hard line with these assholes, but I don’t think they’re bluffing. And Oppy won’t take any position less than co-lead. So it’s either Barcourt or Oppy as the lead and the other one out. Also, Oppy is talking to anithack about their IPO and we don’t want their bank as lead; too much chance for leakage, despite all the Chinese walls. Maybe Oppy would’ve agreed not to do antihack if we could’ve got them the lead but we couldn’t.” “I might be able to get my boss to talk to Barcourt about letting Oppy be co-lead,” says Joanne. “He’s in Asia now, though; he’ll be back next week.” “Could you get him to call today?” asks Larry. “No. I don’t think I’ll be able to reach him until at least Monday. It’s already the weekend in Asia and he doesn’t like to be disturbed on the weekend. Maybe I can get to him late Sunday — it’s already Monday there — but that’s hard to do without help from his assistant here. I’m not sure he can do anything until he’s back and we can have a thorough discussion. Then he might decide that a call wouldn’t help. Larry, I think it’s important that we have all pertinent information before we make such a critical decision. I mean…” Donna pushes the mute button on the Polycom and says to Larry: “Dumb bitch thinks she’s still in B-School. ‘All the information!’ You don’t get ‘all the information’ except in a fucking case study. This is the real world. She doesn’t even have enough clout to reach the guy without going thru his EA. What does that tell you?” Larry unmutes the Polycom. “Joanne, we really would like his help. However, we’re on a very tight schedule. There’s no way to predict how long it will take to get the prospectus through the SEC. In my opinion, it would be very bad to miss the window and have to wait until September. Antihack might
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even beat us to market and position themselves as number one. It is critical that we make a decision during this call.” “Even if we don’t have all the information we need?” objects Joanne. Donna rolls her eyes. “I’m sorry,” interjects Franklin, “but I only have fifteen minutes left. I think Larry’s right; we’ve got to move before the window closes. That’s my two cents.” “Joe?” Joanne appeals. “Joanne,” says Joe, “in ordinary times I’d agree with taking our time and getting it right but these aren’t ordinary times. You’ve said yourself that there’s no guarantee your boss’ll make a call or that it’ll change Barcourt’s mind if he does. By all means, lets keep him in reserve for future dealings with Barcourt, but I think we have to move ahead. Your help is very valuable in this.” “Please go ahead with the rest of the management recommendation,” says Joanne. “Thank you,” says Larry. “We are recommending that FCBC and Web & Stinger also be on the book. We’ve sent you the stuff on them. FCBC has some of the same contacts Oppy does so they’ll help set up pitches. Plus, their analyst isn’t completely brain dead. Web & Stinger is a boutique firm—” “Never heard of them,” says Franklin. “That’s because they’re in St. Louis, Franklin,” says Larry. “You probably flew over it a couple a thousand times but it’s in the middle of the country where you bi-coastal types don’t land.” “Not if we can help it.” “So, anyway, they’re a boutique firm in St. Louis that concentrates on software. They’ve got a following in the Midwest — we know we’ll be stopping there on the roadshow even though Franklin never does — and their software analyst is really good; a woman who used to write code. Doesn’t know shit about e-commerce, but understands the difference between our technology and antihack’s, which no one else does. So we’re recommending they be on the prospectus cover as well. For what it’s worth, our buddy Harvey Maklin does want FCBC on the deal — I think he likes having them on the right side of the cover with Barcourt on the left — and he didn’t want Web & Stinger on because he never heard of them. But we insisted-” “I don’t want to beat a dead horse, but why couldn’t we insist on Oppy being co-lead if we could insist on Web & Stinger?” Joanne interrupts. “I’ve really got to go,” says Franklin. “Aaron, do we need a motion?” “Yes,” says Aaron, “I’m still waiting to hear from outside counsel on a part of the wording so I’ll probably get it to you in e-mail this afternoon. Substance is that the Board chooses Barcourt as the lead and FCBC and the St. Louis guys for the book runners and authorizes management to sign the usual and appropriate documents to make it happen.” “So moved,” says Franklin. “Seconded,” says Joe. “Any objection?” asks Larry.
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There is only silence. “See ya,” says Franklin. “Thank you all,” says Larry. “Meeting adjourned.” ###
E-mail, March 5, 1999
From: Sent: To: Subject: Joe: It frosts me the way management doesn’t do their homework, especially Donna, and then there’s a big hurry and we can’t get all the information we need. I appreciate your mentoring and backed off because clearly you felt this was right. But it does bother me. Joanne BTW: I will be in NYC March 24-26. Any chance of dinner or a drink? I’m free both the evenings of the 25th and 26th right now. Joanne Ankers [mailto: [email protected]] Friday, March 5, 1999 9:05 AM Joseph Windaw Board Meeting
From: Sent: To: Subject: Joanne:
Joseph Windaw [mailto:[email protected]] Friday, March 5, 1999 12:07 PM Joanne Ankers RE: Board Meeting
Your diligence is praiseworthy. It would be my pleasure to take you to dinner on the night of the 26th. Anne and the kids are in Europe then (she sends her best). Can you join me at 7:00 PM at the Harvard Club? It’s at 27th W. 44th, just West of 5th Avenue. The food is good although you may
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be appalled by the head of an elephant that Teddy Roosevelt or some other grad killed and sent to the club. Regards, Joe ### RR Donnelly, the world’s largest financial printer, has a squat rectangle of a building with no architectural pretensions a block north of the North Tower of the World Trade Center. The third floor of the building has conference rooms reserved for companies preparing financial documents. There used to be just a couple of these, but the explosion of IPOs has led to the whole floor being converted to accommodate teams of bankers, lawyers, accountants, and company executives furiously producing the documents required by the Securities and Exchange Commission of companies making public offerings. Even with the expansion, it looked for a while as if the hackoff.com IPO might be delayed by lack of an available conference room at Donnelly. Both Harvey Maklin of Barcourt & Brotherson and Board Member Franklin Adams take full credit for having used their clout to obtain a room. A torn sign on the door says “hackof”. Larry and Donna are in the hackoff room today, though they haven’t been there for most of the process. The hope is that all outstanding editorial issues can be resolved before 5:30 PM so that Donnelly can be told to “push the button.” When Donnelly does this, the draft prospectus will be transmitted electronically to the SEC and entered into the SEC’s EDGAR database. A recent innovation has made EDGAR accessible to anyone with a Web browser (also a recent innovation). So, once Donnelly pushes the button, all the information in the prospectus will become public. Besides Larry and Donna, hackoff’s chief counsel Aaron Smyth is there. There are two lawyers each from hackoff’s outside law firm, Barcourt’s outside law firm, and FCBC’s outside firm. hackoff’s auditors have sent three accountants. Barcourt has four bankers with various jobs and two admins who keep coffee, Snapple, and health food drinks flowing and sometimes clean up debris. They make a lot of copies, too. The junior of hackoff’s outside attorneys is an expert with Microsoft Word and keeps up with revisions as they’re made. FCBC has two bankers present; Web & Stinger has one, although she has not been there for the whole process. There are a fluctuating number of people from Donnelley. A couple of them are experts at converting text from the Microsoft Word master to the proprietary Donnelley software that will be used to send to the SEC and typeset the printed versions of the prospectus. There is a huge table in the middle of the room. Most of the editing and most of the meetings, arguments, and redrafting happen here. There are a couple of tables around the edge which mainly serve to hold used Styrofoam cups and Snapple bottles but also sometimes have papers piled on them. There
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are inevitably some Krispy Kreme crumbs. The donuts themselves are long gone. Krispy Kreme is also doing an IPO. The room has a couple of recessed windows on the west side, its only outside wall. These are usually occupied by people trying to get better cell phone reception. “So this is the draft where we should say whatever the fuck we want to say,” says Larry. “Investors get to read this one before the SEC tells us what we are and aren’t allowed to say.” “That’s very dangerous,” says Aaron Smyth. “The SEC can hold us up for as long as they want in review. If they think we’re playing games with them, they’ll do just that. Also, if we have to make big changes, people might notice. The change process is public too. Besides, Larry, I keep telling you — no one reads these things. At least not investors. Maybe the guys at the funds look at them when you’re doing the roadshow, but they don’t see this version.” “Our customers’ll read it,” says Larry. “Antihack’ll read it. The SEC doesn’t want me to tell our customers why we’re good but DOES want me to tell antihack where we’re weak and much too much about our business.” “That’s the price of being a public company, Lar, get used to it,” Donna joins in. “You sure you wanna do this?” “Yeah.” Larry doesn’t hesitate. “Good,” says Donna so only Larry can hear. “If you didn’t I might have to kill you.” On the front page of the online document is a warning label: #
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted.
# This warning label is not removed until the SEC staff has given its final approval to the FORM of the document, thereby making it “effective”. The company cannot begin its roadshow — the process of pitching the company’s stock to large prospective investors — until everything in the prospectus other than the final price of the stock (and all the numbers that depend on it) has been approved by the SEC. Even when that approval is granted, the prospectus will say: “Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.” It’s sort of caveat emptor. The SEC makes sure that the prospectus is in the proper form; it will diligently protect the public from malformed
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prospectuses, but it’s not their job to make sure that any of the statements or numbers in the prospectus are accurate. Plaintiff lawyers, a species of attorney that specializes in class action lawsuits against public companies “on behalf of” investors, will tell you that THEY are responsible for protecting the investing public. In early 1999 the investing public doesn’t perceive it needs to be protected. All the investors seem to want is a chance to get in on the next IPO. And why not? With minor fluctuations and a few easily explained exceptions, stocks go nowhere but up. “That may be true,” Aaron Smyth is telling Larry. “It is certainly true that investors aren’t going to read the prospectus. But the plaintiff’s lawyers are licking their lips. They may be the only people in the world who DO read prospectuses.” “So what?” asks Larry. “If the investors aren’t going to read the fucking prospectus anyway, why are we larding it with eight pages of risk factors, most of which aren’t even risks? Why do we tell them six times as much about what can go wrong as about how we’re going to make money for them? Maybe they don’t read it because it’s full of all the bullshit they DON’T want to know and doesn’t say word one about what they DO want to know.” “The risk factors are your insurance policy,” explains Aaron. “If you put something in a risk factor, you can still be sued, but you won’t be sued SUCCESSFULLY. You told them even if they didn’t read it. When things do go wrong, the plaintiff lawyers are going to pore over this. And if the thing that went wrong wasn’t a risk factor and there was any conceivable way management could’ve known about it, break out the champagne for them. The only question then is how much do we settle for. Look, Larry, it doesn’t cost us anything except paper and ink to put these in. My best advice: Don’t look for risk factors to take out; think of risk factors that we haven’t put in. They’re your insurance policy.” “Okay,” says Larry. “I get it. I’ll look at them as ‘insurance’ — by the way, I never buy any. I don’t even take insurance in Las Vegas when the dealer has an ace showing.” “Why am I not surprised?” says Aaron. Larry reads, muttering to himself. #
RISK FACTORS You should carefully consider the following factors as well as the other information in this prospectus before deciding to invest in shares of our common stock. As a company with a limited operating history in a new and rapidly changing industry, it is difficult to predict our future growth and operating results. Our limited operating history makes predicting our future growth and operating results difficult. Before investing, you should consider the risks and uncertainties that an early stage company like ours will face in the new and rapidly evolving market for Internet security services. Before investing, consider that we have not proven that we can:
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. .
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increase awareness of our brand and continue to build customer loyalty; maintain our current, and develop new relationships with our customers;
. manage the portfolio of equity we have received instead of cash payments from our customers; . . respond effectively to competitive pressures; and continue to develop and upgrade our software and technology.
If we cannot accomplish these goals, our business may not succeed. We have not been profitable and expect future losses. To date, we have not been profitable. We may never be profitable or, if we become profitable, we may be unable to sustain profitability. We have incurred significant losses since inception. The growth of our business depends upon the growth of the Internet, which may not continue. The growth of our business depends on continued growth in the use of the Internet generally and on the growth in the use of the Internet for commerce. Growth of the Internet may be inhibited by a number of factors, such as: . . . . . . quality of infrastructure; security concerns; technological failures, such as viruses; the appearance of a more attractive technical alternative; inconsistent quality of service; and lack of availability of cost-effective, high-speed service.
Even if Internet usage grows, the Internet infrastructure may not be able to support the demands placed on it by this growth or its performance or reliability may decline. Growth of the use of the Internet for commerce may be inhibited by a number of factors, such as: . . . effective competition from traditional retailers; unreliable fulfillment of orders; and a perception that use of credit cards on the Internet is not safe.
# “That hits sort of close to home,” says Larry, “seeing that I did the Gotcha attack. Why don’t we just say that people might think our CEO is a credit card crook. That’s a risk factor.” “Now you’re thinking,” says Aaron, “I’ll draft it.” “Fuck you.” “No, I’m serious. That’s a good idea. Won’t say crook, of course. But that’s the right way to think.” “Okay. Okay,” says Larry. “I can’t read this anymore. I’m just going to do the headlines.”
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We are growing rapidly, and effectively managing our growth may be difficult. Our software may not be able to handle increased volumes which could hurt our reputation and result in a loss of customers. Failure to attract and retain customers will harm our business. Our quarterly operating results may fluctuate and could fall below expectations of investors and industry analysts, resulting in a decline in our stock price. The lack of compatibility in e-commerce servers produced by different vendors makes it difficult to test our software in every possible environment. Competition could reduce our revenue. We may need additional capital in the future and it may not be available on acceptable terms or at all, which could force us to curtail or cease our operations. Our proprietary rights may be difficult to protect. Acquisitions may disrupt our business and divert the attention of our management. Year 2000 compliance efforts and uncorrected errors could interrupt our business and subject us to claims.
# “This Y2K stuff is real bullshit,” says Larry. “I know a guy who made millions, hundreds of millions, from it. And nothing is really going to happen.” “I think we took him public,” says one of the Barcourt bankers. “No, Lehman took him out,” says Larry. “You guys blew that one. Must’ve taken out one of his competitors. Still a lot of bullshit.” “How do you know?” asks a banker. “Look, it’s 1999,” explain Larry. “There’s all kinds of software running now that is adding a year to current dates and getting a date next year in the next century. If there were going to be a problem at the end of the year, there’d be big problems now. And there aren’t. Unless they’re all being covered up. New software’s not affected, not because programmers are so smart now but because dates are handled in binary and just translated for display. Nothing special about 1/1/2000 in binary; it’s just another day.” “There’s certainly a perception of a problem,” says one of the auditors. “We have a whole department doing Y2K compliance for our customers.” “That’s not a problem” says Larry. “That’s an opportunity. Maybe hackoff needs a Y2K product.” “I know a guy,” says one of the lawyers, “is inviting his cardiologist to his New Year’s Party. The guy told him the software in his pacemaker wouldn’t have any problem at midnight but he said he’d feel better if his cardiologist is there just in case.” “Gentlemen, I hate to interrupt, but we’ve got to get through the final read and get this down to the SEC by 5:30,” says the senior banker on the
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team. “Donnelly’s got someone else scheduled in the room for tomorrow and we want to start the clock ticking. Sorry to break up the fun.” At 5:28 Donnelly is instructed to push the button and does. Within a few minutes, the document has been transmitted in its “EDGARized” form. In half an hour, the text is available on the World Wide Web. In a matter of minutes, some potential investors are reading it, despite the warnings that it’s preliminary, not guaranteed to be accurate, and not approved in form or substance by the SEC. All skip the risk factors. Beer and wine are brought into the room at Donnelly to celebrate. The tallest of the supporting admins, a thin, shapely girl, lets down a startling profusion of reddish-brown hair from what had been a small bun. The accountants retrieve their suit jackets from the chair backs and put them on. The lawyers, on the other hand, loosen their ties. “Do you know why they call the prospectus a ‘red herring’?” Aaron asks Donna. “I always though it was because of the red ink on the cover that says its preliminary,” she says. “No,” says Aaron proudly. “A red herring is something you drag across a trail to put the bloodhounds off the scent. That’s why the prospectus is called a ‘red herring’.” Further uptown a few hours later, Joseph Windaw and Joanne Ankers are lying naked on their backs in a bed in one of the nicer rooms in the older part of the Harvard Club. It has crimson drapes, which are drawn. She is no more than half his size in any dimension and, lying next to him, looks like an exquisite doll with well coifed head and pubic hair. His long penis lies limp on his left thigh. Even with his clothes off, he looks extremely fit. His sparse chest hair is gray but his pubic hair is the same blond as the hair on his head. Both of them have their hands by their sides and are looking toward the high ceiling. “Now why did we do that?” Joanne asks. “I think we wanted to,” Joe answers languidly. “I certainly did. I find you very attractive. And you being smart as a whip certainly helps.” “Won’t this complicate our ability to work together on the hackoff Board?” asks Joanne. “Doesn’t have to,” Joe says. “I respected you before. Respect you now. Hope you feel the same about me.” “Yes, of course,” says Joanne. “You’ve been a valuable mentor.” Uncharacteristically, she giggles and then blushes. “I mean on the Board, of course.” “Right,” says Joe. “Us old guys have nothing to teach you youngsters anywhere else.” He grins at the ceiling but doesn’t turn towards Joanne. “Is there an Ethernet connection in this room?” asks Joanne. “No. Afraid the Club is a little backward in technology. Just got their website working. You can get a decent dial-up connection from some of the rooms, not others for some reason.”
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“I’m going to have to go back to my hotel,” says Joanne. “Big Router people only stay where they can get high-speed connections and I’ve got a bunch of stuff I’ve got to download for a conference call tomorrow morning. How do you know what kind of connectivity there is in all the rooms? Do you do this often?” “I’m on the Rooms Committee here,” says Joe. “I get all the complaints. This was an unexpected, and I should add — unique — pleasure. I’m sorry you have to leave early but look forward to working with you on hackoff and possibly some other opportunities.” “They did get the prospectus filed,” says Joanne. “I was afraid that would get hung up. They can be sloppy. Seriously though, Joe — do let me know about any other opportunities. I’m looking for ways to learn more and expand the range of what we do at Big Router Ventures.”
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Chapter 3 - The Roadshow, June 1999
“Now that we have the pitch down and know what we have to do to make the presentation, let’s talk about logistics for the roadshow. Gustav, can you go over that for Larry and Donna.” Harvey Maklin is back in the hackoff.com boardroom along with two younger, more junior bankers who will accompany Larry Lazard and Donna Langhorne on the hackoff roadshow. Gustav Johnson is tall, blond, squarefaced, and well-dressed. Rachel Roth is an attractive young brunette in a pinstriped jacket, bright white shirt, bright red scarf, and skirt. “Ya,” says Gustav. He has a trace of a Dutch accent and speaks English too well for an American. “I have a handout with the preliminary schedule.” He gives it to them.
PRELIMINARY SCHEDULE hackoff.com Corp.
$60 - $90 Million Initial Public Offering of Common Stock – Filed March 26, 1999 Barcourt & Brotherson (Books) FCBC; Web & Stinger Corporation; (Co-Managers) Larry Lazard, Chairman and CEO Donna Langhorne, CFO Summary Roadshow Schedule as of June 2, 1999
Date
Monday June 7
City
New York St. Louis
Function
Barcourt Banker/Research Call Management to Web & Stinger Sales Management to FCBC Sales Management to Barcourt Sales 1/1’s and/or group meeting(s) 1/1’s and/or group meeting(s) 1/1’s and/or group meeting(s)
Time
4:30 pm ET 4:30 pm CT
Location
WFC North, 18th Floor – NW Conf Room WS/Location: TBA
FCGC/WFC South 28th Floor-Auditorium
Wednesday June 9 Monday June 14 Tuesday June 15 Wednesday June 16
New York
2:30 pm 4:30 pm
WFC North, 18th Floor – NW Conf Room TBA TBA TBA
Geneva Milan London
Philadelphia Baltimore
1/1’s 1/1’s
TBA TBA
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Thursday June 17 Friday June 18 Monday June 21 Tuesday June 22 Wednesday June 23 Thursday June 24 Friday June 25 Monday June 28 Tuesday June 29 Milwaukee Los Angeles Boston 1/1’s Luncheon 1/1’s
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TBA The Boston Harbor TBA
12:15 pm
Fort Worth
St. Louis
1/1’s and/or group meeting(s)
TBA
San Francisco
1/1’s and/or group meeting(s)
TBA
1/1’s and/or group meeting(s)
TBA
San Diego Area
1/1’s and/or group meeting(s)
TBA
1/1’s and/or group meeting(s)
TBA
New York
1/1’s and/or group meeting(s) Luncheon 1/1’s and/or group meeting(s) Luncheon
12:00 pm
TBA The ’21 Club/Harbor Room TBA The ’21 Club/Harbor Room
New York
12:00 pm
“On Monday where it says ‘Barcourt Bankers Research Call’ that’s John telling the story and presenting the fifty-thousand-foot view of his valuation model to the Barcourt sales force. This is important both for sales people who are going to be with you when you talk to clients and for the ones who never get to hear you tell the story in person. Normally, we like to have management at this briefing, in person but it was the only time we could book you with the Web & Singer sales force in St. Louis. With the time difference, you’ll be able to conference in and then, of course, you will get to meet with our sales force on the ninth. “The sales force is a friendly audience and use this chance to sharpen the pitch. We’ll get you feedback from them right away and we’ll still have time to change the pitch books for Europe by the beginning of the next week. “Speaking of pitch books, you know what they are, yes?” No one answers. “So, as you know, ” Gustav continues, “the pitch book is the black book that has your PowerPoint presentation in it. I have one here.” It is a bulky black book with a leather-looking cover that sits as a wedge on a table so that the presenter sees on one side what he is showing plus any notes and the audience sees that page of the presentation with the notes on their side of the book.
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“Of course, this is too small to use with the sales force so for them you’ll use PowerPoint with a projector. You’ll be at the podium and I will advance the slides for you.” “We’re working on the presentation now. Our PowerPoint gurus have a lot of stuff from your website, a lot of the presentations you’ve given before, numbers you gave us, and the story we’ve talked about. We hope to email you drafts tomorrow and turn it around pretty quick to get ready for the roadshow. I will introduce you at each presentation except the one for the W&S sales force and except for some funds that don’t allow bankers to be present. Larry, of course, does the general pitch for the company, and then Donna does the numbers part at the end. After that you take questions. “You’ll have forty-five minutes max for each presentation if everybody is ready on time which they may not be. You want the pitch to be no more than twenty to twenty-five minutes tops so there will be time for questions at the end even if they interrupt you with questions while you’re giving it.They will do that “The rules are that the company can’t leave any papers behind except the prospectus — not even a copy of the presentation. Everybody knows that so nobody should ask you for anything but you never can tell. They may slow you down for note-taking, especially when you’re presenting numbers. We, the bankers, can leave copies of stuff we have done independently on the company like John’s spreadsheets, for example — but we have to be very clear that these are coming from us and not from the company. “Oh, yes. It won’t happen every day but we’ll try to schedule group breakfasts and group lunches wherever we can; this is a good way to hit the smaller accounts. Rachel and I will be with you for almost all of the presentations, as I said. I know Harvey wants to be at some of the ones in the City. We’ll always go in with the salesperson for the account and he or she may stay behind to get the order or just bullshit with the customer. They’ll have good feedback on how the pitch went; we’ll have a wrap-up call at the end of each day to see how the book is filling in. At first the orders will be slow but it will speed up by the end. “As far as travel goes, we’re flying commercial to Geneva and within Europe. We’ll take the Concorde back from London to New York so you can get some sleep in Philadelphia. Then we’ll use a private jet in the US-” “Who pays for that?” growls Larry. “The company pays,” says Harvey. “It’s in the contract we signed. It’s always that way.”“The contract says we pay for our travel and you pay for yours,” says Larry. “Don’t you think I read it? You bankers aren’t getting a free ride on a plane I’M paying for. You already get fucking seven percent of the deal just for taking orders on the stock.” “I’m sure you read the contract, Larry,” says Harvey. “That’s why we like working with you. I hope you’ll end up convinced that we’re worth our seven percent; there’s a lot to do in putting this deal together and, of course, a lot of that seven percent goes to the other underwriters in the syndicate. The company always pays for the plane. That’s the way it’s done.”
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“Then bankers don’t fly on my plane,” says Larry. “Buy your own tickets. No one gets a free ride from hackoff ... that’s the way it’s always done.” Larry is on his feet now, looming over Harvey’s chair. It’s not clear whether he means to hit Harvey or just stalk out of the room. “We’ll split the plane,” says Harvey. “We want to be accommodating.” He tries a gracious smile. “Good idea,” says Larry. No smile. “Okay,” says Harvey. “I think we’ve covered a lot of ground for one day. Any questions, you know where to get me. Gus and Rachel will be in constant touch. Donna, is it okay if John calls you for some help on his valuation model?” “Sure,” says Donna. “I’ll keep him straight.” She’s been smiling and she smiles more broadly. “Tell him not to forget ‘cubed’,” says Larry. “I’m sorry, what?” asks Harvey. “Jesus Christ,” says Larry, “I knew you guys were going to double-cross me on this. The only reason we chose Barcourt is I thought Braxton understood why we’re valued at e-com CUBED. Now you don’t even remember…” “I do remember,” says Harvey. “I do; trust me. And more important, I know John does. He’ll tell the story for you.” “I hope so,” says Larry. # Larry and Donna are sitting together in the first class cabin of the Delta A-300 from Kennedy Airport to Geneva. Gustav and Rachel are also there but not sitting together or with Larry and Donna. The bankers are conspicuously absorbed with important-looking reading material. Larry and Donna have their laptops deployed for work but they’re talking. “I heard a good story about Bill Gates flying to Europe for the Microsoft IPO,” says Donna. “Yeah?” “Bill always had this thing about nobody in Microsoft buying a first class ticket. And he always stuck to it himself. Somehow, the bankers convinced him to spring for first class; it’s a long haul from Seattle to Geneva or wherever they started theirs. The other Microsoft people traveling with him are delighted. They stretch out with room to sleep. But they never get any sleep because Bill keeps waking them up all night and saying ‘Is this worth it? Is this worth an extra $1500 a piece each way?’” “Yeah, sounds like Bill,” says Larry. “Who told you the story?” “Dom did, of course. Sometimes I think he’s sorry he left Microsoft.” “Fuck Dom. He never did anything he didn’t want to do. He makes me sick with his whining. If we didn’t need him, I’d fire his ass in a minute.” “But we DO need him,” says Donna. “The programmers love him; he’s a good CTO; and he thinks like a hacker. That’s what we need.”
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“Fuck Dom,” Larry repeats. “If you say so, boss,” says Donna. She starts working on her computer, her expression closed. Dinner is served after drinks, with drinks, and followed by drinks. “Donna,” says Larry, mellow. “Yeah, boss.” She still sounds annoyed. “You think this’ll really happen? You think three weeks from now we’re going to be public and have a company with a half-a-billion dollar valuation?” “Probably,” she says. “The market could tank before then. Something could go wrong in the company. The plane could crash; but, if none of those things happen, then probably the IPO does.” “You really think it’ll happen?” She looks at him for a while before answering. “Look, Lar, someone rubs your dick you get a hard-on and you come. Not always, but usually. Sometimes you don’t. This market is on Viagra; it’s horny as hell. It pops for every story that comes along and we’re better than most. Probably it happens.” # The plane doesn’t crash. The market CAN’T crash because it’s a weekend. They land in Geneva. A Mercedes takes them to the Hotel des Bergues at the foot of Lake Geneva. They meet for dinner at a candlelit restaurant; everyone is on his or her good behavior but tired. Donna asks if anyone is interested in a nightcap when they get back to the hotel. Only Rachel is, and the two women get a table in the hotel bar. After a few minutes of small talk, Rachel asks Donna what Larry is really like. “What do you mean, what is he really like?” “I mean ... you know ....I mean he tries to make himself out to be a jerk. Is that who he really is?” “You think he’s being a jerk because he made Harvey pay half for the plane? More CEOs should do that.” “No… no,” says Rachel. “That’s not what I mean. I mean … it sort of is. He was right about the plane, but why did he have to humiliate Harvey? He didn’t have to do that.” “Are you sure you know what you mean? Look, has anyone else gotten Harvey to pay half?” “Not that I know of, but it’s not a lot of money in the grand scheme of things. Maybe no one thought it was worth their time to ask…” “That’s not the point,” Donna explains. “Larry thought Harvey was taking advantage of him. He came unglued - Maybe he came unglued; maybe it was calculated — but when Harvey said ‘that’s the way it’s always done’ or whatever dumb-ass thing Harvey said...” She shrugs. “Larry displayed alpha-male behavior; your boss backed down. You thought Harvey was the alpha-male and now you think Larry’s a jerk. Or do you?”
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“No… no. That’s not what I said,” says Rachel. “Do you have the hots for Lar? Is that what you’re saying? Does the real alpha-male turn you on?” “That’s not what I’m talking about at all,” says Rachel. “I’m not talking about who’s hot. I’m trying to understand my customer; that’s Larry. He can be hard to deal with. I want to understand. I want to help you and Larry market this deal and have a great IPO.” “This isn’t the B-School, honey. This is fucking life and who’s hot and who’s alpha and who’s not means a lot more than whatever they taught you in IPO 101. You say you want to help me and Larry. I hope it’s YOU you want to help. Or is it Larry? ...Or is it me?” Donna puts her hand on top of Rachel’s on the table. Rachel is clearly uncomfortable. Donna turns Rachel’s hand over and drags a finger from her free hand across Rachel’s palm. Rachel jerks her hand back. The bartender conspicuously looks away. “Do you want to have a drink in my room?” asks Donna, laughing. “I’ve got a balcony with a great view of the Lake.” “No. NO. That’s not what I want,” says Rachel. She gathers her dignity and stands up. “I want to do my job. See you in the morning. I’m sure you guys’ll have a great IPO.” But Rachel can’t sleep. It’s only evening in New York so she calls Harvey Maklin on his cell. He doesn’t sound happy to hear from her. “Look, Harvey,” Rachel says. “I think I’ve been propositioned by the client.” “You think?” Harvey asks. “You THINK? You can’t tell if Larry propositioned you? I never thought the sonuvabitch was subtle.” “It wasn’t Larry, Harvey; it was Donna, and I’m not sure.” “Is it sexual harassment if it’s a woman…?” “Yes, Harvey; it is. It doesn’t really make any difference. She’s in a position of power.” “Are you going to file a complaint?” “I don’t know, Harvey. That’s why I’m calling you and asking your advice. I mean what am I supposed to do? This is my first roadshow. I want it to go well. I don’t know what to do.” “Well,” says Harvey, “you can certainly call HR or the harassment compliance officer. You have a right to do that. Once you do, there’s no telling how far they’ll take it. You lose control. But you could do that. I’m not telling you not to. But you also say you’re not sure. There’s a lot of pressure in a roadshow and people act strangely under pressure. You wouldn’t want to make a complaint unless you’re sure. But you do have a right to.” “Harvey, you sound like you’re covering your own ass.” “What? I thought you wanted my advice?” He’s very cold. “I did, Harvey. Thanks. I’ll deal with it. Maybe I over-reacted. Sorry to have bothered you. Good night.”
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Harvey writes a memo to file describing the conversation — not exactly the way it happened — before he goes to bed. ### “I’m already sick of the sound of my own voice,” Larry tells Donna. “Fifteen times making the same fucking pitch in two days. And two weeks left to go. The fucking Europeans don’t get the ‘ecom squared’ bit at all. I can’t explain it to them.” “They still believe in dividends, I hear,” says Donna. “No wonder,” says Larry. “I’m not going to worry about the Euro if they ever get it out.” They’re in the special Concorde section of the British Airways First Class Lounge at London’s Heathrow Airport. Gus and Rachel are there, too, but being discreet and staying away from the principals. A careful observer would notice three other similar groups in the lounge. The bankers can be recognized by pin stripes and pitch books under their arms; the principals usually have new suits; everyone is in white shirts. There are three or four IPOs every day in June of 1999. Since a roadshow takes about two-and-a-half weeks, this means that there are at least fifty companies on the road at any one time “going public”. There are also older public companies selling more stock or bonds into the relentless investor demand — all in a hurry to get rich and afraid of being left behind. Most stocks issued in these halcyon days go up by fifty percent or more on their first day. Many go up 100 percent or more. Obviously, anyone who can buy a stock at the “issue price” has an instant profit locked in. By the next day, the stock may well cost twice as much. That’s great if you have the stock but takes all the fun out of it if you have to wait until the next day to buy. But, even with the crush of companies on the road, peddling stock as fast as the SEC will approve their prospectuses, there are not enough new issues to go around. So people do buy on the second day and on the third day and the stocks go up and up almost without pause. People say there’s never been anything like it. But there has. Not only the tulip mania in Holland, which a few crabby souls who aren’t playing the market keep recalling. There was a Suez Canal craze; several railroad crazes; the everything craze before the great depression of 1929; and even software and biotech crazes just a decade before the greatest bull market of all time. But this time is different because the Internet has changed everything. The US is the world’s only superpower, so unproductive money can be diverted from defense. There is almost full employment in the US. The growth in the rest of the world makes everyone else better customers for the great economic machine that is America. All of this is true this time must be different. Stupid people believe this; smart people, too. But no one, even a cynic, can dispute that access to shares bought at the issue price are the ticket to instant wealth. If you could find
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enough of these shares, you could double your money almost every day. These shares are better than gold. And these precious shares all start out in the hands of the underwriters — bankers like Barcourt who take companies like hackoff public. hackoff plans to sell five million shares at a price between twelve and eighteen dollars per share. On the eve of IPO day the issue price will be set depending on how well the roadshow has been received. Barcourt & Brotherson will buy the whole issue at the set price less a seven percent commission. That money goes to hackoff directly. Barcourt and the other underwriters in the syndicate will then immediately resell their shares at the issue price and trading will begin. In theory, Barcourt and the underwriters take a risk that there won’t be enough buyers for the initial issue. But these days that’s only theory. In reality, they will have orders for many times the number of shares available and will allocate these shares among their customers. Here’s who gets this brand-spanking-new, sure-to-go-up stock at the issue price on opening day: The funds. These are mutual funds, the funds in your pension plan, the funds you hear about: Fidelity, Magellan, Strong, Janus. And some you don’t hear about that only very rich and/or famous people invest in. These get stock. It is the managers of these funds that Larry and Donna are visiting on their roadshow. Good customers of the brokerage firms. These are people who have large accounts with Barcourt and the others. These underwriters will be sure to reserve some shares from the IPO for their best individual customers. Brokers are calling and saying, “I can get you five to ten thousand shares of the hackoff IPO; want to do it?” and usually the customer will say, “Yes, yes, yes. Get me some. Can’t we get more?” They never say “thank you”; that’s not the way its done but the brokers don’t care; their feelings aren’t hurt. People the brokerage firm wants to have as friends. When the time came near for hackoff to go public, brokers began to call Larry and Donna and offer them shares in the companies they were taking public. Donna took all without prejudice and sold all the next day without hesitation; that’s called “flipping.” Larry took a lot of them but didn’t sell them all. Naturally, these same brokers wanted to do the hackoff IPO. “Friends and family”. Some of the IPO shares are reserved for friends of the company and the people in it. Larry and Donna decide who gets these shares. Some go to company customers and suppliers. Some of the executives of big e-commerce sites running hackoff software were grateful for the opportunity to be on the friends and family list. Because hackoff is a democratic company in the dot.com mode, Larry is letting employees buy friends and family stock and to further extend this offer to their friends and families.
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“Greedy pigs,” says Larry. “Jesus Christ. They just want to flip the stock. They’re going to get rich with their options anyway.” “They can’t flip it,” says Donna. “We’ve got a ninety-day lock up on friends and family stock.” “Then they’ll sell it after ninety days,” says Larry. Employees have requested a total of four times as much stock as he has available and he and Donna will have to decide who gets what and listen to the inevitable bitching. Still in the Concorde departure lounge, Larry recognizes one of the other roadshow CEOs and, uncharacteristically, starts a conversation. “Frank, Larry Lazard. Haven’t seen you since MacHack many moons ago.” “Larry, great to see you. I heard you guys were going public. Who’s taking you out? How’s it going?” “Barcourt. Going okay. I think. Already sick of hearing myself do the pitch. Met some real assholes in London today. You?” “Morgan Stanley’s the lead for us. I think I met the same assholes. East Minister Bank and Trust?” “You got it. Guy thinks he’s God because he might ask for 100 thousand shares and we’re supposed to suck up to him to do the bankers a favor. He was too busy picking his nose to hear a word I said.” “Worse for me; we had lunch there and I had to watch him pick his nose while I tried to eat the cucumber sandwiches with no crust and do the pitch at the same time.” Boarding is announced. The Concorde looks very small on the tarmac of London’s huge airport, surrounded by 747s, DC-10s, and various models of Airbus. Its needle nose is pivoted down so the pilots can see while taxiing. It’ll come up for flight. Inside, the cabin is small, too. It’s all first class but not at all roomy. The tube shape of the fuselage is apparent. The cabin furnishings look obsolete. The rounded seat backs are Art Deco. There is no faster civilian plane but the Concorde shows her advanced age. The digital Mach-meter in the front of the cabin, which shows how many times the speed of sound the plane is flying, is not LCD or even LED; it’s made up of a lot of very visible individual light bulbs. On takeoff there is a gratifying roar and push of acceleration. Special rockets are used just for takeoff so that the stubby wings designed for supersonic speed can get enough purchase to lift the plane from the runway. They do; the little jet climbs quickly but doesn’t go supersonic until it is over the sea where sonic booms aren’t politically incorrect. Once it can accelerate, it quickly reaches Mach 2.5. The pilot comes on the intercom: “British Airways welcomes you to Concorde. You are among a very special group of people. You will see that the sun is higher in the sky when you get to New York than it was when we left London. If this were later in the year, you would have seen the sun rise in the West. Something only astronauts and Concorde passengers get to see...”
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The passenger amenities include pewter picture frames which say “CONCORDE” in a flowing script, but the food is British and not very good. The flight is incredibly fast, just a little over three hours against the prevailing winds. So it’s two hours earlier in New York when they arrive than it was in London when they left. But the flight is not so fast that Frank and Larry don’t get a chance to give each other each five thousand shares in their respective companies’ friends and families programs. # It’s pouring in Boston. The stretch limos fight for position in the narrow, construction-choked streets, trying to get the roadshow teams into the ornate doors of Semper Investments as dry as possible. The teams line up inside the back doors of the limos as if they were preparing for parachute jumps. Protocol and practicality demand that the CEO come out first so he can bolt to the door unimpeded with his jacket folded under his hunched over torso. Larry Lazard has got to look his best. Next out is the CFO. Her skirt is short, but she’s good at maneuvering, knees together, to swing both long legs out the door without being either indiscreet or unattractive. She wears her jacket to the door to keep her white blouse dry. In a courtly gesture to Rachel, whose rank requires her to carry the pitch book, Gustav gets out next, the awkward black book under his arm. Rachel follows him. With legs shorter than Donna’s, it’s not quite as easy for her to swing out of the limo but she does it reasonably gracefully. She quickly pats down her hair as she goes through the revolving door. Last out is Barcourt’s salesman for the Semper account. He gets a little wetter than the rest because he’s talking on his cell phone as he gets out and also trying to tell the driver of the limo where and when to meet them. On Semper’s thirtieth floor there is reception desk at which the roadshow teams check in. The Barcourt salesman does that for the hackoff team. The receptionist makes him repeat the name three times, perhaps maliciously. They know each other. “Your number is 768. Have a seat,” she says but this is a joke; there aren’t any seats. Behind the reception desk is a crowd of teams. Five people each, almost without exception — two bankers, two principals, one salesperson. Bankers in pin-stripes; company principals in white shirts (and often pin-stripes); salespeople a little more varied with some loafers and colored shirts. Always a black pitch book. The clots of five try to ignore each other, although they have been crossing paths the entire time they’ve been on the road. Many talk on cell phones. The space is crowded, hot, and has a wet puppy smell. There is an electronic board that lights up with red numbers to summon a team. When a number lights up, the board also displays a conference room number on one of the three floors that Semper is using to listen to roadshow pitches. The salespeople know how to find the room.
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Word is that pitches are running behind. This has everyone particularly nervous because they can’t bolt out of Semper, which means that the rest of the day’s schedule will be in tatters if they leave later than they are supposed to. Much of the cell phone chatter is salespeople trying to rearrange the rest of the day on the fly. “I’m pretty sure Tom Chen is coming to the pitch,” the salesman briefs Larry and Donna. “He runs the hot Internet fund. He looks like he’s nineteen years-old but he’s actually twenty-seven. He’s the superstar — running well over ten billion in that fund alone and advising a couple of other funds. Some of Semper’s other funds track him and tend to buy positions in whatever he buys. John Signal — he’s from a smaller special situation fund — may come as well; I’ve been talking to him and he’s interested, but has a lot going on today. We also expect the e-commerce analyst and maybe the software analyst. That’s a very good turnout if we get them all.” “I said we’re an e-commerce company,” Larry growls to no one in particular. Finally, 768 lights up and the salesman leads the hackoff team to the designated conference room. Tom Chen is there; he actually does look nineteen. John Signal and the software analyst are there but the e-commerce analyst is not coming. Larry looks unhappy. Everyone exchanges business cards. “Nice name,” Tom Chen says. “Thank you,” Donna says and smiles. Everyone smiles. The bankers and the salesman are asked to leave as expected since Semper never lets anyone but company stay. “Here’s a copy of our analyst’s model for the company,” says Gustav on his way out. “If you want to talk to John Braxton about the model, you know how to reach him.” Exeunt bankers and salesman. Everyone sits down around the table. Larry is at the end with the pitch book and Donna is next to him on one side. “Are these numbers any good?” Tom Chen asks Donna before Larry can start the pitch. He is looking at the printout of the spreadsheet that Gustav gave him. “That model is an independent forecast by the Barcourt analyst,” says Donna correctly, if not completely accurately. “The company is precluded from giving forward-looking guidance not contained in the prospectus which, as a matter of fact, doesn’t contain any forward looking guidance.” She smiles. Tom Chen doesn’t smile. “Are you comfortable with these numbers?” “Yes,” Donna says. She smiles again. This time Chen smiles back. “Let’s get going,” he says. It’s hard to tell if Tom Chen is listening; he doesn’t interrupt the presentation until they got to the “market size” slide. “What is the number for ‘99? It’s hard to tell from the chart.”
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“Ninety mil total,” says Larry. “What market share does hackoff have?” “That’s on the next slide,” says Larry. “Can we move on to that?” “Go,” says Tom Chen.
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As you can see, last year, according to Snow & Hanrahaty, we had fifty percent,” says Larry. “Now wait a minute,” commands Chen. “If you had fifty percent of a ninety million dollar market last year, how can you have a revenue runrate of only twenty-eight mil for Q1?” “As I explained, we often take equity positions in lieu of cash revenue. In fact, we prefer equity because it has more upside than cash. We account for the value of the equity we take very conservatively — we’re not in a hurry to pay income tax; so booked revenue for last year was ten mil and seven mil for Q1 — good growth.” “How much of last year’s revenue was cash?” asks Chen. Larry looks at Donna who says, “Approximately four-point-five million.” “What market share do you expect going forward?” “Declining from this point on, but we expect to remain the market leader with never less than a thirty percent share,” says Larry. “There is competition, but our installed base and our patented and patent-pending technology gives us a huge advantage. I won’t be happy, frankly, if we end up down at thirty percent, but I think that’s the number John Braxton used in the out years of his model.” “It is,” says Donna. “And what was the S&H number for total market in 2003?” “One-point-one billion,” says Larry. “So in 2003 you’ll have at least 300 million of revenue?” “The company can’t make projections,” says Donna. “Your math is good,” says Larry.
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“How much of that will be cash?” asks Tom Chen. “We are aiming for around ten percent,” says Donna. “That cash flow, plus what we’ll raise in the IPO, covers our working capital requirements so the equity grows and our shareholders aren’t diluted. After the IPO, our plan is that we’re fully funded so we don’t have to go back to the market again.” “Go on,” says Chen“We’re really ‘e-commerce squared’ in terms of opportunity,” says Larry. There is no response from Tom Chen. “One dimension is our growth in sales, which should be at least as fast as the growth of e-commerce. We all know that’s going nowhere but up. As you’ve seen, we get paid largely in equity. As our customers — the premier companies in e-com — grow, their stock values go up as well. So not only are investors benefiting from OUR growth, they’re also benefiting from the runup in our portfolio. John Braxton thinks it is fairly valued at 100 mil now, even though we booked it as less than ten mil in revenue when we took it in and carry it on our books for about that. So that’s why I say we’re ‘e-com squared’. And, of course, we don’t pay any taxes on the appreciation of the stocks in the portfolio until we sell them.” “I get it,” says Tom Chen. “Do you have a slide on this?” “No,” says Donna. “We’re not allowed to project equity values. However, there are numbers in the prospectus for the value of the portfolio at the end of the first quarter. And I believe Braxton has some projections of future valuations. Do you want me to have him send them to you?” “I’ll talk to him,” says Tom Chen. “Go ahead.”
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Chen interrupts next as Larry describes his own background as a security consultant. “I understand that you have a unique understanding of the security market…” he begins. Larry looks him in the eye. He has practiced for this question and has answered it before. “Yes, I do,” he says. “It’s well-known and fully-disclosed in the prospectus that, near the beginning of my career, I indulged in an extremely stupid prank. I thought it was clever at the time. Since I didn’t intend to misuse the information I was able to obtain from the banks despite the security measures they had in effect., I didn’t think there were really any ‘victims’ of my prank; but there were. I confessed to this. I was sentenced to serve time in prison. I served that time; and I learned my lesson. I thought I’d have a hard time finding work once I was released. To my surprise, I had a number of offers to put my hacking skill to work as a security consultant — some from the very banks whose systems I had penetrated. I began a consulting business. “Meanwhile, the World Wide Web and e-commerce created a much broader field for hackers and a much greater market for my services. I founded hackoff.com to create and market software that protects e-commerce sites, not only from the kind of simple attack I made in my youth, but from a whole range of threats that now exist. I’m proud to say that my customers — hackoff’s customers — have not had the problems with hackers that have plagued other e-commerce sites — which have even destroyed some sites and businesses. “We are at a critical crossroads in e-commerce where greater consumer acceptance is needed if we’re to begin serving not only the technically adept but cross the chasm to serve the rest of the people who are or soon will be online. Hackoff and the hackmenot logo are a key part of keeping these new users safe — and making them FEEL safe. “Although I’ll always regret the mistake I made, it did give me a unique insight into security ... and insecurity. Breaches affect not only those whose security has been compromised, but all those whose security might potentially be compromised. We have built hackoff to make users feel secure and to make e-commerce successful.” “Let’s go on,” says Tom Chen. Larry finishes his slides; he passes the book to Donna who reviews the company’s past financial history; its balance sheet, and its plans for the money to be raised in the IPO. “Any questions?” asks Larry. “What sort of things will you announce after you’re public?” asks John Signal, participating for the first time. Larry answers: “Well, of course, we’ll announce new major contracts; we’ll announce earnings; we’ll announce new patents when they’re granted; strategic relationships; new products as well as our earnings And other scheduled announcements.” “Any idea on timing?” “Timing?I don’t understand,” says Larry..”
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“Any specific times when you’ll be making specific announcements?” “I don’t know,” says Larry. “We don’t announce things until they happen and we don’t always know when they’ll happen.” “But you have a good pipeline of things to announce?” “Yes, of course,” says Larry, still looking puzzled. “And when is your first earnings announcement?” “We will announce second quarter results before the end of July,” says Donna. “And what kind of announcement will that be?” Donna laughs. “If I told you, I’d have to shoot you and I don’t want to do that because I want you to buy our stock and tuck it away in your fund.” “I have to go,” says Tom Chen, rising. Everyone shakes hands and they leave the room quickly so the next pitch can begin and they can make up time on their busy schedules. # By the time they get to the airport, everybody is elated. The feedback on the cell phone from the Barcourt salesman on the Semper account couldn’t be better: “Tom Chen loves the story. He loves Larry. He loves Donna. He wants a million shares, he loves us so much. I told you I had him prepared to eat out of your hand.” “He’s the first guy who understood ‘e-com squared’,” says Larry. “That must’ve been it. Did he say anything about that part of the pitch?” The salesman can’t remember him mentioning that. “I sure hope Braxton keeps his deal and follows up with ‘e-com cubed’,” says Larry. “He’ll want three million shares then.” “Of course, he can’t have a million shares and he knows that,” Gustav explains. “It’s all part of the game. It’s like bridge. We’ll give him a bigger allocation because he asked for a million than we would if he’d asked for 500 thousand. He’ll complain about how small his allocation is, but he’ll buy in the aftermarket, and might well end up with a position of around a million shares. Not only that; people watch him. When they see the stock in Semper Internet Fund, they’ll buy, too. SIF is hot, hot, hot.” It’s still pouring, but the limo drives onto the tarmac next to the chartered BeechJet waiting to take them to Fort Worth. The crew and the limo driver huddle over the passengers with umbrellas as they climb the short airstair into the plane. Luggage, too, is handled without the roadshow crew having to get wet or even bend over — they just have to point out which bags they want in the cabin and which can go in the baggage compartment. At twenty-six, the plane is Rachel’s age, but looks younger. The cabin has recently been refurbished; phones and a GPS display to show where they are en route have been added. The upholstery is modern and there’s a DVD player. On the left side there are large individual leather seats; on the right is a comfortable couch in the same leather.
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The single seats swivel towards the center so that Larry and Donna, who are sitting in them, can face Gustav and Rachel on the couch. There’s a tiny galley where the copilot prepares adequate meals. Liquor’s been preloaded to the tastes of the passengers and there are always fresh jumbo shrimp, crackers, fruits, and good cheeses. The seats have foldout trays and a clever mechanism brings up a polished wood table from under the front of the couch. No one tells them that any of this has to be stowed for takeoff although they are asked, politely, to fasten their seatbelts. Because of the driving rain, takeoff from Logan is delayed; the roadshow team has a slight buzz before they leave the ground. Larry and Donna have told the bankers about the questions John Signal asked at the end of the pitch. “What was all that about?” Larry asks. “Why was he focusing on announcements?” “He’s looking for his out,” says Gustav. “He wants to know how long he is going to have to wait to flip the stock. Son of a bitch Signal does that too often. He buys almost everything and then he’s out of ninety-five percent of it after the first good announcement or positive press release. He can be pretty sure that your first announcement after the quiet period ends isn’t going to be negative but he was trying to check.” “So we shouldn’t give him any kind of allocations,” says Donna. “Unfortunately, it is not so simple,” says Gustav. “Semper has its own trading desk. When they order, we don’t know whether it’s for Tom Chen or John Signal or for one of their other funds. Sometimes one fund is buying when another one’s selling. Our desk tries to psych out their desk and, of course, the traders tell each other things. But they lie, too. So you don’t know if what they told you is the real thing or just what they want you to think.” “But the salesman said Tom Chen was asking for a million shares,” objects Donna. “You believe a salesman?” says Larry reasserting his cynicism. “We can believe that Semper is asking for a million shares,” says Gustav seriously. “But Larry is right; we don’t really know whether it’s for SIF or for John Signal’s fund or whatever. And we won’t know whom they’re buying for when they buy in the aftermarket. After each quarter, the individual funds have to report their quarter-end holdings so we’ll have a good idea after the fact what happened during the quarter, but not while it’s happening. Still, a million shares is a great order; you guys are on a roll. Word of this will get around the Barcourt sales force and we’ll make sure the other members of the syndicate get the word out to the field as well. This is great. Salud!” They refill their drinks. The plane is cleared for takeoff and turns onto the huge runway, taxis briefly, and climbs at a very steep angle. The wet green, red, and white lights of the airport and a glimpse of downtown Boston quickly disappear as they enter the low clouds. Somewhere over the ocean they make a sharp turn towards Texas, soon break out on top, and are greeted by a sky that appears to be full of dollar signs.
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The steaks everybody except Rachel ordered are very good; she’s a vegetarian and says her steamed turbot is also good although she’s not quite sure what’s in the sauce. The wine is excellent, thanks to Gustav, who brought it from his ersatz cellar. The first thing he wants, he says, when he buys a house out of the City is a wine cellar and a cigar room with separate ventilation. His wife is also a banker with a different firm. They met at Columbia Business School, he says. They will have children soon and that’s when they’ll need the house in the suburbs. For now, the City is great. Rachel went to Columbia Business School also, she says. Gustav was a few years ahead of her so they didn’t know each other there but they had all the same professors and know all the same people now. She is Jewish and lives with a guy who’s Muslim. Not that either of them are practicing, but these are cultures as much as religions and that sometimes makes things difficult. Especially with parents. Neither of their parents are willing to meet the significant other. “Not a bad deal,” says Larry. “I could’ve done without my in-laws, especially my father-in-law. My wife is the world’s last genuine JewishAmerican Princess. Never worked a day for pay in her life. Her dad owned a hardware store in the five towns on Long Island before they were really settled; then he owned five hardware stores in the five towns. Then he owned hardware stores all over Long Island. Had a mild heart attack just before Home Depot was invented. Best thing that ever happened to him. Sold all those stores and all that downtown real estate just before they lost value. “He thought I was just what his princess needed to keep her in the style she was accustomed to or better; Harvard B-School and everything. And he always assumed I was Jewish — really, I’m a half-breed. But when I went to prison — shit, that was it — the end of the world. He wanted Louise out of the marriage right now. Had the lawyer all lined up for the divorce. But, funny thing, she stuck with me. Returned the lawyer and bought another fur with what she got back on the retainer. Visited me almost every week. Had a big party at the Plaza when I got out and made them tie yellow ribbons around the pillars in The Palm Court.” “That’s romantic,” says Rachel. She’s a little flushed, probably from the wine. “Ahmed’s not romantic; Arabs aren’t.” “They used to be,” says Larry. “What about Sinbad? What about the Sheiks of Araby? What about all those characters Rudolph Valentino used to play? And the guy that married Rita Hayworth — the Ali Khan — I think. You may just have the wrong guy. Or maybe the world changed.” “What does your husband do?” Gustav asks Donna. “He’s an attorney.” “What kind of attorney? What firm is he with?” “He’s a partner at Grant and Gilding. He’s the kind of lawyer that does class action suits against companies that have IPOs.” There is a weighty silence. No one wants to talk about that.
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“Don’t worry,” says Donna. “He wouldn’t be able to take a case against us; conflict of interest. He’d have to leave it to someone else in the firm and he’s the best, so we’d only have a second-string lawyer representing the poor aggrieved investors.” Still no one wants to talk about that. Gustav gets everyone’s permission to play a DVD of the Sopranos he’s brought aboard for quiet minutes. They watch well-dressed New Jersey gangsters throw obscenities, occasional fists, and occasional bullets at each other as they (the roadshow team, not the gangsters) fly over Pennsylvania. Donna may be asleep. And she may not be. # By protocol, Larry and Donna check in first when they arrive in the enormous atrium of that night’s hotel in Fort Worth. Rooms have been reserved for them on an executive floor near the top. They say good night to Gustav and Rachel, who are still in the process of checking into their non-executive rooms, and head for the elevator. On the way up, Donna reaches down and rubs Larry’s balls through his pin-striped pants. Not only is this very amusing to the patrons of the third floor bar, which the glass-side elevator is rising through, but it is also intensely interesting to the bored security guard at the video camera who immediately secures the loop of tape containing the rub. It is destined for fifteen minutes of fame on an Internet site where security guards post such happenings for their own amusement. The elevator stops at Donna’s floor first but she doesn’t get off. The security guard is amused but not surprised. She gets off before Larry at his floor and gives him another rub as she brushes past him. “Coming along nicely,” she observes. “To what do I owe this honor?” asks Larry. “You were great at Semper. Made me wet just listening to you,” she says as she pushes closed the door to his room and locks the safety latch. Larry drops his bags and carefully hangs his roadshow jacket on the highly-polished wooden coat tree. He kicks off his shoes, gets himself a Scotch and Donna a vodka from the mini-bar. She folds her jacket carefully and drapes it over the back of a chair before taking the drink. “You have the hots for that twat from Barcourt?” she asks. “What?” “Do you have the hots for what’s-her-name — Rachel?” asks Donna. “What? Why? ...And what do you care?” Donna is sitting in a small armchair; Larry at the end of a two-seater couch at right angles to the armchair. They put their drinks on a glass coffee table in the angle formed by the chair and the couch heaped with magazines; the top one has a picture of the hotel chain’s CEO on the cover.
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Donna smiles. “You never talk about being in jail. At Semper, you had to say what you said and you were great.” She smiles. “ But you told the story when you didn’t have to, on the plane, and you actually talked about jail. That was for Rachel. The bigger her eyes got, the more that you talked. The more you talked, the bigger her eyes got.” Donna’s smile changes; her eyes cold green. “Look, I’m not gonna screw the help on the roadshow,” says Larry. “Might blow what little brains she has. But why do you care? How’s your husband?” “I don’t care,” says Donna. “I don’t care who you screw, but I do care if you screw up the roadshow. We’ve come too far for you to fuck all this up because you’ve got the hots for some twat with big eyes. You asked me in Geneva if this was really going to happen and I said ‘Probably, yes, unless something goes wrong’. I don’t want you to be the something that goes wrong.” “So what are you doing rubbing my balls and coming to my room?” asks Larry. “We said we weren’t going to screw around when you took the job. You said that and I agreed. What are you doing here?” “I never do anything I don’t want to do,” says Donna. “Never.” She rises and walks around the coffee table to the other side of the couch and sits next to Larry. “I’m here to take care of my CEO.” “Which is it?” asks Larry. “Are you doing what you want to do or taking care of your CEO?” “Do you care?” asks Donna. She rubs the inside of his thigh, slowly, still sipping her drink. “Yeah, I do.” “You do what?” asks Donna. “I do care. I do care why you do what you do. I don’t like surprises and you’re surprising me…” “Surprise!” she says as she unzips his fly expertly with one hand. A bulge of white underwear pushes out of the breach on cue. “I think you like surprises.” “No, I DON’T,” he says with emphasis. He tries to push her away with his elbow and connects with her left breast. She leans forward towards the bulge of underwear which grows obligingly towards her and rubs her breast on his arm. “We both know we’re here for the money and not for fun and games,” he says. “Don’t be so hard,” she smiles, then: “Actually, I like you hard.” She disengages his cock from his underpants and then tongues the first leaking drop from the tip. “Okay,” says Larry. “Okay.” He undoes his belt; then slides his right hand up the back of her blouse and tries to disengage her bra. She pulls her mouth back so she can talk. “It hooks in front, Lar. Some things have changed since graduate school.”
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He gently pushes her head back down into his lap. “Your mouth hasn’t,” he says, but he is talking very softly now. He presses her breasts with his forearm as he reaches under her chest to unbutton the blouse and unhook the bra. She straightens up just long enough to shrug off both blouse and the bra and to push her shoulders back for a second as if her newly liberated breasts need a stretch. They are larger and more sloped than in graduate school but still firm; her nipples, which always were large, have grown. She leans back down. Larry pushes her off gently, stands up and slips off his pants; he has a moment’s difficulty with his jockey shorts because his erection is protruding from the fly but manages to back it out. He still has his shirt on and his tie and socks. Donna steps out of her skirt. “I thought only kids wear thongs,” says Larry softly. “Since Monica, we all do,” says Donna. “Got a cigar, Bill?” “I’ve got better,” says Larry, turning her around and bending her over the couch after he pushes the coffee table back with some difficulty. “I like these,” he says about the thong, as he realizes he can enter her cunt from behind even while she’s wearing it. “Just for the record, this is sex and I know what ‘is’ means.” “Shut up, Larry.” After, Donna puts on the robe from the closet and Larry pulls his jockey shorts back on. They finish their drinks without talking. “Go to your room, Donna,” says Larry gently. It is an old joke from their graduate school dorm. When she doesn’t move, he adds: “I’ve got to call Louise.” “I don’t care,” she says. “Call.” “I do,” he says. She dresses, picks up her bags, and leaves. “Good job today, Lar,” she says. “Watch where you put your pecker, though.” # Gustav and Rachel don’t go straight to their non-executive rooms after checking in; they stop in the hanging bar on the third floor of the atrium for a drink. “He’s something,” says Rachel about Larry. “Ja, he’s a piece of work,” agrees Gustav. “He acts like he’s proud of having gone to prison.” “I don’t think he is,” says Rachel. “But he can’t put it behind him; he has to be able to talk about it the way he did at Semper. It’s part of the company’s story. But it must be painful. The part about his wife and the yellow ribbons at the Plaza was almost romantic.” “I don’t think he’s romantic,” says Gustav stolidly.
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“Are you?” “Am I what?” Gustav asks. “Are you romantic? Are you and your wife lovers or are you, you know, just married?” “I suppose we are romantic,” says Gustav. “I think so.” “Ahmed’s not romantic,” Rachel says. “He’s very handsome and he treats me very well and he never forgets a birthday or an anniversary but he’s not romantic. I don’t know if I care or not but he’s not romantic. He’ll expect me to call him tonight. If I don’t call, he’ll be upset because I’m supposed to call; but I don’t know if he really cares. About talking to me, I mean. I’m just supposed to call. Maybe I won’t.” She orders another drink. Gustav doesn’t. “Will you call me in my room if there are any changes in tomorrow’s schedule?” asks Gustav. “I’m having trouble with my modem and I don’t know if I’m going to be able to get online and get my email. Just in case, will you call me?” “Do you want to come to my room and get your email on my computer?” asks Rachel. “I know how important it is to you to get your email.” “Uh … thank you but no. I don’t think so,” says Gustav. “Thank you, anyway, though.” Rachel isangry. “That’s absurd. If I were a guy you’d go in a minute; you’d never pass up a chance to get your email. Are you afraid I’m trying to seduce you?” “No! No, of course not. It’s just that … I mean, I really don’t need to see my email that much. Maybe my modem will work this time. Thank you, but … uh … I think not.” “Maybe I AM trying to seduce you,” says Rachel. She puts her hand roughly over his on the cocktail table. “Do you want to come up to my room?” she asks, looking him in the eye. “You’re tired, Rachel,” says Gustav. “This is a tough trip. Get some sleep and let me know if there are any changes to the schedule in case I can’t get online.” He signs the check, hefts his bags, and goes to his room. Rachel leaves soon afterwards. She doesn’t call Ahmed. In the morning, taking advantage of the time difference between Texas and New York, Gustav calls his boss, Harvey Maklin, at Barcourt in New York. “Sounds like Semper went great,” says Harvey. “Congratulations.” “Ja,” says Gustav, “it did, thanks. But that is not why I am calling you.” “What’s up?” asks Harvey. “I have a problem. I THINK I have a problem, with Rachel.” “Oh, no,” says Harvey. “Am I about to get a sexual harassment complaint from her about you, too?” “Me, too?” says Gustav. “No, no; it’s the other way around. I think she may have propositioned me.” “You think?” asks Harvey. “You don’t know if you’ve been propositioned?”
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“I’m not sure,” says Gustav. “See, my modem is not working and she offered to let me go to her room to get my email. I thought that wasn’t a good idea so I said ‘no.’ Then she got mad and said I was a chauvinist and that I thought she was trying to seduce me. Then she said maybe she was trying to seduce me and she touched me…” “Oh, God,” says Harvey. “I really don’t want to get into this. Touched you where?” “My hand. Just my hand,” says Gustav quickly. “Thank God,” says Harvey. “Look, women touch hands all the time. We can’t do that, but they can, so that’s not so bad. But the discussion — maybe that’s a problem. If she’s mad, she still might accuse you of harassment, too.” “Who else did she accuse of harassment?” asks Gustav. “You wouldn’t believe it if I told you and I’m not going to. In fact, I never mentioned it to you. Look, if I were you, I’d write a memo to file just in case. You can never be too careful.” “I’ll do that,” says Gustav. After hanging up, Harvey writes a memo to file about the call. He leaves out telling Gustav about Rachel’s other complaint. Gustav also writes a memo to file. He scrupulously documents Harvey telling him about Rachel’s other complaint.
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Chapter 4 - The IPO, June 29-30, 1999
Larry and Donna have made the last pitches of the hackoff roadshow in New York today, including a lunch for about ten small funds at the Jockey Club. Gustav was with them as he had been on the entire trip for the last day in New York. Harvey Maklin, himself, replaced Rachel on the bankers’ team and introduced Larry and Donna at each account and at lunch. Chief trader Sam Gutfreund has joined this group in a Barcourt & Brotherson conference room at the World Financial Center. “The book is a little lighter than we’d like to see,” says Gutfreund. “There’s only about three-point-five times coverage.” He means that there are orders for about seventeen-point-five million shares. Hackoff is selling five million. “It’s been a lousy two weeks in the market,” says Larry. “That doesn’t have a fucking thing to do with the company and you know it.” “Look,” says Harvey. “You guys did a great job. Everybody did a great job. The market did turn against us a little and the book isn’t quite what we want to see. That’s no one’s fault, but it is a fact.” “John Braxton didn’t do a great job,” says Larry. “We didn’t get the support from him that both of you promised. ‘Trust me’ you both said, and I did and you didn’t come through.” “What do you mean?” asks Harvey. “John has been taking calls from the funds; he’s been in sell mode; he’s even reached out proactively to some of the buy-side analysts to explain the numbers and the story.” “He hasn’t been telling the ‘e-com cubed’ story,” says Larry. “You convinced me to stop at ‘e-com squared’ and John was going to take it the rest of the way to ‘e-com cubed’ and he didn’t. That’s what we needed to make this a blow-out. That’s what you said you’d do. And you didn’t. THAT’S why the book is light. Now you want us to pay for that.” “’E-com cubed’...” Harvey says slowly. “You don’t even fucking remember it!” Larry is almost screaming. Donna looks down at her fingernails. “Yes ... yes … ‘e-com cubed’. Of course I remember,” says Harvey unconvincingly. “Of course, I remember. And, of course, John did try that. But, for some reason, Larry, it didn’t hunt,” he says, gathering speed. “He tried. We all thought it was good a way to put the pitch, but sometimes things we think’ll work just don’t resonate with—” “They don’t fucking resonate if you don’t fucking say them,” says Larry. “I could’ve sold ‘cubed’, but you guys told me to stick with ‘squared’, that you’d
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do the rest. And you didn’t. Now we have a ‘light’ book and you want the company to pay for that.” “The book’s not all that light,” says Donna. “We’ve got a million share order from Semper.” “Looked at another way,” says Gutfreund, “a million shares comes from this one order and they certainly don’t expect to get a million. If we gave them close to this they would consider the IPO a bust. The rest of the book is even lighter if you take the Semper order out. And, frankly, I would have thought we’d have gotten more interest after word of that one got out. I…” “You what?” Larry interrupts. “Why do you think we didn’t get more orders? What did you hear?” “The market was weak,” interjects Harvey. “We know that. We—” “Let Sam finish,” Larry growls. “He was about to say something else. Sam, what did you hear?” “I heard that some funds were nervous about your background,” says Sam Gutfreund, trader and expert poker player. He looks Larry in the eye without flinching. “My ‘background’ MADE this company,” says Larry softly but with steady and angry emphasis. “Not an issue, Lar, not an issue,” says Harvey, executive and diplomat. “You guys did a great job. You have a great company. The book is what the book is. Now we have to price the deal and get it done.” The company said in its preliminary prospectus that the offer would be priced between twelve and eighteen dollars. Now all orders for initial allocations of stock are in and the actual price per share to investors must be set. “What is Barcourt recommending?” asks Donna. When Harvey hesitates, Gutfreund jumps in: “Fourteen dollars, and I’m not even sure about that.” “Fucking fourteen dollars?!” Larry explodes. “FUCKING FOURTEEN DOLLARS? Are you out of your minds? You’re just trying to create a great runup for your buddies at the funds by under-pricing. Now I understand; you don’t give a fuck about hackoff. This is just one deal for you. But you deal with Semper and the rest every day and you don’t mind getting a little less commission and screwing hackoff so long as Semper and all the other funds are happy. No fucking way…” “Larry…” starts Harvey. “Which part of ‘no fucking way’ don’t you understand?” “What happens if we price it higher?” asks Donna, calm but not smiling. “Won’t you be able to sell the issue?” “We don’t recommend it,” says Gutfreund. “Yeah, we’d probably sell the issue, but some of the orders are soft and might back out at a higher price. Then, the big problem is that there might not be enough upside to keep people buying. The stock might not move up or might even move down on opening day. That would be a shitty start; maybe even a busted IPO.”
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“It’s a pretty shitty start to be below the midpoint of the range,” says Larry. “What kind of signal is that?” “We don’t think that’s a problem,” says Harvey. “Everyone knows the market’s been weak the last couple of weeks. It just shows that we’re pricing rationally.” “It just shows that you’re pricing to help your buddies at the funds,” says Larry. “Look,” Donna says. “Why don’t you Barcourt guys clear out of the room for a while? We need to consult with the Pricing Committee of our Board.” Larry looks like he is going to say something but doesn’t. He stares at the bankers without expression as they leave the room. “Fucking crooks. Do you think the room is bugged? Fuck you guys if you’re listening,” he says to the light fixture. It takes a few minutes to get the Board on the phone. Joseph Windaw and Joanne Ankers, along with Larry, are the formal Pricing Committee, but Franklin Adams has asked to be included on the call if available which he is. Donna is in the room, of course; and the Chief Counsel, Aaron Smyth, is on the phone taking notes for minutes. Larry angrily but briefly and completely explains Barcourt’s recommendation of fourteen dollars. “What are you recommending, Larry?” Joseph Windaw asks. “Tell them to go fuck themselves. The price is eighteen dollars.” “That won’t work,” says Windaw. “The market is weak. The book is light. That’s irrational pricing. They won’t do it because the market will know its irrational. Remember, the funds can tell what the cover was by the number of shares they get. If they get anything NEAR what they asked for—” “Okay, seventeen,” says Larry. “I’m a reasonable guy.” “Still too high,” says Windaw. “Look, Larry, Donna — you guys did a great job. Getting the book as high as it is in this market is an accomplishment. Fourteen isn’t bad; the company will get over sixty-five million net and even more if they exercise the shoe’ Let’s go with it. If we have a good runup, the funds are happy…” “Why do we care if the fucking funds are happy?” asks Larry. “Barcourt cares but we don’t.” “We do, Lar,” says Donna. “We DO care if the funds are happy. We want Tommy Chen to be a hero and a happy little boy. We want him to buy more hackoff stock. Then it goes up. Then we do a secondary and sell more stock at a much higher price and we can even sell some ourselves then and take some money off the table. We DO want them to be happy.” “Why don’t we come back to them at sixteen dollars?” asks Joanne Ankers. “That’s reasonable and we can hear what they have to say. We can always back off that if they don’t agree.” “I’m not backing off anything,” says Larry. “When I give these guys our price I’m not coming down. So I’ll tell them sixteen or no deal and I’ll mean it.” “You can’t back out after coming so far,” says Joanne. “You can’t.”
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“Just watch me! I’m asking the Committee for authorization to take a firm position at sixteen dollars per share.” “We can always back off that,” Joanne says . “No,” says Donna. “No. Larry means firm and he’ll be out of the building if he doesn’t get it.” There is a silence. “Larry,” says Joseph gently. “We don’t think you should take that hard a stance. I know how you feel, but we’ve got to move forward. If the bankers don’t like the price, it gives them an excuse not to do a good job supporting the stock in the aftermarket.” “Are you worried about your banker buddies, too?” says Larry. “I thought you were tough enough to say ‘no’ to them. It’s good for them to hear that.” “I have no ‘buddies’,” answers Joseph. “I’m in it for the money same as you all should be.” “I’ll quit before I say ‘yes’ to fourteen dollars,” says Larry. “And there’s no IPO if I quit.” After another silence Donna says: “If the committee doesn’t mind my butting in, I’d suggest Larry be authorized to take an absolutely firm stand at fifteen dollars. I think we’ll probably get it. It’s the midpoint of the range.” “I don’t like risking everything for one roll of the dice,” says Joanne. “It’s less than five million difference to the company if we go at fourteen instead of fifteen.” NO BALLS, Larry writes on a note to Donna. “I’ll support fifteen dollars,” says Joseph. “I’m not sure we have to go to the mat, but I’ll take Donna’s word for it.” “Okay,” says Joanne. “I don’t like doing business this way but we’re all tired. Good luck. I assume you’ll offer sixteen and the agree to fifteen as a bottom line.” “No,” Larry answers. “You assume wrong. I’m not backing down again. Since the committee doesn’t have the balls to go for sixteen, I’m telling Barcourt it’s fifteen dollars: take it or leave it.” “I don’t advise that,” says Joanne. “But you guys are there. Good luck.” When the bankers come back in the room, Larry says: “My board hates the price. It ought to be seventeen dollars. But we think you guys’ll screw up the deal at that price and won’t support us in the aftermarket. But we’re not going below fifteen.” “We advise fourteen,” says Gutfreund when Maklin is slow to respond. “Larry has board authorization to walk at less than fifteen,” says Donna. ###
hackoff.com Prices 5.00 M Share IPO At $15.00/Share
DOW JONES NEWSWIRES June 29, 1999 5:33 p.m.
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NEW YORK – hackoff.com Inc. (HOFC) priced its 5.00 million share initial public offering at $15.00 a share, in the middle of the offering's anticipated price range, Barcourt & Brotherson said on Tuesday. The offering's gross spread was $1.05, management fee was 17 cents, underwriting fee was 17 cents and selling concession was 61 cents. Reallowance was a dime. The offering's settlement date is Monday, July 5. hackoff.com, Inc. licenses antivirus software to e-commerce websites. The company was founded in 1993. The company has said it plans to use the offering's proceeds to fund capital purchases, finance increased sales and marketing efforts, to repay debt under its current line of credit, and for other general corporate purposes. First Canada Bank Corp and Web & Stinger were also listed as underwriters for the offering. —By James Hoodar, Dow Jones Newswires; 201-555-7002
### It is Wednesday morning, June 30, the day hackoff.com opens for trading. Larry Lazard is with Harvey Maklin and Sam Gutfreund at the Barcourt offices in the World Financial Center. There is no trace of the previous evening’s hostility. “I’ll leave you with Sam,” Harvey says. “He can walk you through the plan for the opening and also take you up to the trading floor if you’d like. It looks good. Good luck.” “Thanks,” says Larry. “So,” says Sam, “we have a pretty good book of orders for the open. I think we’ll open about 9:45 when things stabilize a little and it looks right now that we’ll be opening at seventeen or eighteen.” “Why seventeen or eighteen? Why not sixteen or, better, nineteen?” “It’s more art than science,” explains Sam. “We try to pick an opening point with as many bids below as there are asks above; that way we sort of balance the buyers and sellers. We also try to pick a place where there are lots of orders we can immediately match. There are lots of people right now who will buy in the sixteen to seventeen range; there are shares for sale in this range.” “Who are the bastards who’re selling already?” asks Larry. “They’ve got to be the same people who were just begging us for stock last night.” “It takes buyers AND sellers to make a market,” says Sam. “Don’t take it personally. They bought at fifteen. They haven’t taken delivery or paid for the stock yet. And they’ll have a locked in two or three dollar profit on money they haven’t even spent. That’s not all bad. There is such a thing as a busted IPO,
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even these days. There are stocks that are lower at the end of opening day than at the beginning. Some people even think that some day this market will crash. And these guys get to bank their profits before they begin.” “They’re parasites,” says Larry, but he is smiling. Larry and Sam pour themselves some coffee from a silver pot in the plush conference room. Across from the east-facing room, the rectangular bulk of one of the twin towers of the World Trade Center blocks the morning sun but is surrounded by brilliant blue sky. Just after 9:30 Sam leads Larry up a couple of flights of stairs to the trading floor. This whole floor of the building is separated by low partitions into several large areas filled by traders at consoles. Each console has four or five wide computer screens stacked in various configurations. The traders’ heads are usually centered between all the screens and they turn quickly from one to the other to track the ebb and flow of the market. Sometimes a trader — usually a young man, sometimes a young woman, rarely over thirty — will lean into one screen to focus on a single event or datum. Most traders have a Bloomberg terminal as one of their screens. The traders hands fly over multiple keyboards and computer mice as if they were playing online games — they never look at their fingers. The traders usually buzz, but sometimes yell from station to station. They also have some phones that permanently connect them to shadow counterparts somewhere else and other phones with rapid-dial buttons for less frequent connections. They never look out the window; they rarely look up, except at the large screens on the wall, which display still more numbers. One shows the current market averages in New York and a few peripheral cities around the world. One is playing CNBC, another CNNfn. Sam introduces Larry to Raphael, a trader whose console and chair are on a raised dais. “Raphael is going to open hackoff. He’ll manage the trading, at least for today. He’ll keep things as orderly as he can. The open is a very special skill since orders are all over the lot. No one does it better than Raphael.” “Let’s take the stock up all day,” says Larry to Raphael. “Won’t happen,” grunts Raphael. He has hardly looked up from his screens for the CEO introduction. “What does that mean?” asks Larry, alarmed. “Do you see something bad? Does he see something bad?” Larry asks Sam when Raphael doesn’t answer. “No. Looks fine, I think,” Sam says peering in at the screens. “He just means nothing goes straight up. It’ll go up; it’ll go down. And we hope it’s up a lot at the end of the day. That’s the way it is.” “I’m gonna open now at nineteen,” says Raphael to Sam. Larry starts to ask why the price has been revised up but is drowned out. Raphael stands to shout to the floor. “Opening hackoff at nineteen!” Heads turn; fingers fly; phone calls are made; and trading of the public shares of hackoff.com has begun.
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“Taking hackoff up to nineteen-and-a-half!” shouts Raphael. Soon 20, 201/2, 21, 211/4, then 201/2 again. Almost a million shares trade in the first half-hour. “Why is it going down?” Larry asks anxiously. “More sellers than buyers,” says Sam. “Why?” asks Larry. “What’s wrong? Why are they selling?” “They’re traders. They trade. That’s what they do. A minute ago they were buying; now some are selling; then they’ll buy again.” “Why is Raphael taking the price up and down?” asks Larry, still anxious. “Why doesn’t the stock just trade and the market’ll determine the price?” “That’s what will happen,” says Sam. “On a normal day, we will just monitor the trading and maybe step in if things get disorderly. But on opening day the stock is still trying to find its price and we have to help it get started. That’s what Raphael does. He’s like a tug getting the stock out of the harbor and off to sea. Can I show you any other parts of the trading area?” “No,” says Larry. “No, thanks. I just wanted to see it open. I’m going back to the office now.” Sam shakes hands with Larry at the elevator. “Good luck.” From the ground floor of the World Financial Center, Larry walks east on the enclosed sky bridge over West Street to the concourse of the World Trade Center. In the concourse, the stock ticker of a retail brokerage shop says:
3000s HOFC 22 ½
Meaning that three thousand shares of hackoff.com have just traded at $22.50. Next:
HOFC 23
A 100 share lot has traded at $23. Every tenth trade or so is hackoff as is usual with the first day of trading. Larry watches, fascinated, as the stock walks up to 23 ½, 24 ¼, and 25. He tears himself away when it trades back down to 24 ¼. Larry goes into the cigar store in the concourse and buys himself a large torpedo-shaped Balmoral with a dark Sumatra wrapper and has the salesman cut it for him. He lights the cigar as he emerges into the bright sunlight onto Greenwich Street. His walk down to Wall Street and then East to Broad is interrupted several times by his need to watch each stock ticker he passes for as long as HOFC is going up; he only leaves on down ticks. At the last ticker before his office at 55 Broad Street, hackoff is at 26. ###
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The Chat Board
hackoff opens by: thewatcher02 (35/M/New Rochelle, NY) 06/30/99 9:50 am Msg: 1 of 15 hackoff’s opened at 19!
Re: hackoff opens by: ChorusLine (22/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 2 of 15
Posted as a reply to: Msg 1 by thewatcher02
06/30/99 9:51 am
No where to go but up!
Re: hackoff opens by: pooper Long-Term Sentiment: Sell Msg: 3 of 15
Posted as a reply to: Msg 2 by ChorusLine
06/30/99 9:52 am
The only thing going straight up is Al Gore for president
Hackoff by: Jumbo10 (43/M/New York, NY) Long-Term Sentiment: Strong Buy Msg: 4 of 15 06/30/99 9:53 am
hackoff.com might actually be a real company unlike most of the shit that’s coming out lately. They’ve been in business for years and they actually get real revenue from some of their customers. Not profitable yet, of course, but there’s something to look at besides how many hits their website gets. I see their hackmenot logo on more and more sites. The ones that dont pay them cash give them stock so theres e-commerce upside too. It’s really a b2b play. The CEO knows a lot about the Internet security market. Back in the early 90s he was responsible for a hack called Gotcha – stole a lot of credit card numbers from banks. He
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confessed — must have been close to getting caught — and went to jail. But when he got out he started hackoff and its been growing ever since. Hes a crook, of coarse, like all CEOs but maybe he’s our crook. The CFO’s a babe; she used to model swim suits. But she’s supposed to have brains, not just tits. The CTO’s from Microsoft. That means he’s smart. Of course, sometimes the ones that leave Microsoft aren’t so smart. The sales guy is from CA and Symantec; they know how to sell. Of coarse Barcourt took them out and they’re a bunch of crook but so is everyone else on the street.
Re: hackoff opens by: scooper Long-Term Sentiment: Buy Msg: 5 of 15
Posted as a reply to: Msg 3 by pooper
06/30/99 9:54 am
pooper, you’re just as much an asshole as your buddy gore and this is not a political board
Re: hackoff by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 6 of 15
Posted as a reply to: Msg 4 by jumbo10
06/30/99 9:55 am
Jumbo you must be hacking off yourself thinking about donnas tits. jerkoff is a turkey company run by a lizard. Antihack has these assholes beet hollow.
Re: hackoff by: scooper Long-Term Sentiment: Buy Msg: 7 of 15
Posted as a reply to: Msg 6 by Alaska60-60
06/30/99 9:56 am
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alaska, you’re as much an asshole as your friend pooper and this is not the antihack board. why don’t you stay there where you belong so you can pump and dump that and not bother us here on this board Jerkoff down by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 8 of 15
06/30/99 10:01 am
the stock is in the crapper already. Its down to 20. Sell b4 it crashes
Re: Jerkoff down by: Jumbo10 (43/M/New York, NY) Long-Term Sentiment: Strong Buy Msg: 9 of 15
Posted as a reply to: Msg 8 by Alaska60-60
06/30/99 10:05 am
It priced at 15, opened at 19, and now is at 20, asshole. All these dips are is a chance for the marketmaker crooks to buy cheaper than we can. Try to buy at the last trade price and you’ll see you can’t do it. The mms have this well in control. But it looks like it’s a good company and it’s a buy in the 20s or even 30s.
Re: Jerkoff down by: PacPhil (22/M/New York, NY) Long-Term Sentiment: Strong Buy Msg: 10 of 15
Posted as a reply to: Msg 9 by jumbo10
06/30/99 10:07 am
Jumbo, you sound like you know your shit. I hope you’ll write more about hackoff. Where do you think the stock’ll be a year from now? How can an excon be a CEO? What does the street think?
Re: Jerkoff down by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 11 of 15
Posted as a reply to: Msg 9 by jumbo10
06/30/99 10:10 am
hackoff.com
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Page 4.11
Your an idiot or just getting reddy to dump your stock. Maybe you work for jerkoff. This turkey is headed noware but down and the lizard’ll take it there
Whats Happening by: CLess 06/30/99 10:15 am Msg: 12 of 15 Does anyone know what hackoff opened at??? Is a porno site a good investment?
Donna by: TestTost (32/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 13 of 15
6/30/99 10:15 am
Donna’s a babe. Did U know she was in the SI Swimsuit addition in 90 something???? She’s so hot!!!!
Re: hackoff opens by: ChorusLine (22/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 14 of 15
Posted as a reply to: Msg 2 by ChorusLine
06/30/99 10:16 am
Its bouncing up and down. What will the street think?
Stock Opened by: thewatcher02 (35/M/New Rochelle, NY) 06/30/99 10:30 am Msg: 15 of 15 hackoff’s up again. Its at 23
### Fifty-five Broad Street is a high-tech tower. Its owners tout it as the “digital sandbox”, the “original home of New York’s technology industry”. After tossing the butt of his cigar down a sewer grate, Larry takes the elevator up to
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the fourth floor offices of hackoff.com where there is a party going on in the conference room — pizza and champagne. CNBC is showing on a big monitor and there are cheers each time the HOFC symbol crosses the ticker at the bottom of the screen — louder, of course, when it ticks up than when it ticks down. One of the programmers makes a sweeping bow to Larry as he enters the room. Others imitate him and almost everyone cheers. “You did it, boss.” “I’m rich.” “More options.” “Shit, it’s down to twenty-four.” “What’s wrong?” “No, it’s going back up again.” Larry waits awhile then gets everyone to quiet down so he can speak. “Okay guys, we did it. Going public is the reward we all get for the long days, for all the nights at work. This is something we all did together; that’s why hackoff gives options to everyone. Everyone who contributed should be a winner and you are ALL winners. Today is a day to celebrate. But tomorrow we have to get back to work. Hackers already target us because we frustrate them. Now that we’re public we’ll be even more of a target. We worked hard to get where we are. But we can’t stand still. There’s more hard work ahead. That’s the only way to make sure the stock price keeps going up and that you earn more options. “We can’t watch the stock price all day or, for sure, it will stop going up,” Larrry adds, but he can’t resist noticing that it is at 261/2. “It’s going to go down as well as up and we can’t get obsessed by these short term movements.” On cue, the price falls back to 25 on a block of 100 thousand shares. Everyone groans and Larry loses the flow of his speech. “Lar,” says Dom Montain, the CTO, “at Microsoft we had a little applet that stayed on everybody’s screen all day with the latest trade. It saved everybody going to the Web all the time to check the price. Saves bandwidth, too; the data just rides along in heartbeat packets. Do you want that for here? I think I have the source code. Anyway, it’s easy.” “No, that’s dumb,” says Larry harshly. “We have to work; not watch the stock all day.” His vehemence staunches the happy buzz for a few minutes, but he smiles and the buzz resumes as the stock ticks back up. “Boss, we got you your special mushroom and pineapple pizza,” says a short administrative assistant in a very short leather skirt and tight black, hackoff t-shirt. They have saved a special pizza for Larry and he makes a show of eating it gratefully while he sips champagne and watches the ticker. “Hey, boss?” says one of the salesmen. “Yeah?” “How DO we get more options? When will hackoff be giving out some more?”
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“Don’t be greedy,” says Larry. The laughter from the crowd is dutiful but not enthusiastic. “And don’t be in too much of a hurry to cash out your options when the trading window opens.” “Yeah,” interrupts Dom. “The first people at Microsoft to cash out their options bought motorcycles; the next group bought Porsches, then Ferraris, then houses, then mansions. The SMART people held on and they’re wind surfing year-round or doing whatever the hell else they please…” “This isn’t Microsoft,” says Larry. “And none of this is to be taken as advice on what to do with your stock once the trading window opens,” says chief counsel Aaron Smyth, glancing pointedly at Dom. “Management never gives advice.” “Okay, people, back to work,” says Larry, smiling again as the stock rises to 27. He turns off the TV and goes back to his office. An hour later, the stock is at 19 and Larry, alone in his office, is clearly anxious and constantly checking the price. All over hackoff, people are checking the stock price and recalculating their net worth every ten minutes. The company’s LAN slows to a crawl under the burden of price queries to the slight annoyance of the few people who are trying to work and the great annoyance of those who need yet another quote. ###
Email, June 30, 1999
From: Sent: To: Subject: Kevin Wong [mailto:[email protected]] Wednesday, June 30, 1999 12:01 PM Dom Montain stock price applet
Looks like we need it:-}
From: Sent: To: Subject:
Dom Montain [mailto:[email protected]] Wednesday, June 30, 1999 12:04 PM Kevin Wong [mailto:[email protected]] RE: stock price applet
Doesn’t sound like Lar wants it:-{ Someday he’ll listen.
From:
Kevin Wong [mailto:[email protected]]
hackoff.com Sent: To: Subject:
© 2005 Tom Evslin Wednesday, June 30, 1999 Dom Montain hofc 12:06 PM
Page 4.14
Now its 18.
From: Sent: To: Subject:
Dom Montain [mailto:[email protected]] Wednesday, June 30, 1999 12:08 PM Kevin Wong RE: hofc
Watching won’t help. Lar’s right about that.
From: Sent: To: Subject: Lar:
Eve Gross [mailto:[email protected]] Wednesday, June 30, 1999 12:09 PM Larry Lazard CNN
They want to do an interview tonight about the IPO! Want to do it? Eve
From: Sent: To: Subject:
Larry Lazard [mailto:[email protected]] Wednesday, June 30, 1999 12:10 PM Eve Gross RE: CNN
Yeah! But check with Aaron what I can say and what I can’t. It’s still technically the quiet period.
From: Sent: To: Subject: Larry:
Aaron Smyth [mailto:[email protected]] Wednesday, June 30, 1999 12:20 PM Larry Lazard Privileged attorney-client communication
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I talked to the lawyers at Barcourt and they’re not happy about you doing anything on CNN in the quiet period. The SEC could get upset; could claim you’re hyping the stock. Aaron
From: Sent: To: Subject:
Larry Lazard [mailto:[email protected]] Wednesday, June 30, 1999 12:22 PM Aaron Smyth RE: Privileged attorney-client communication
What the fuck. When did they repeal the first amendment? I know I can’t hype the company. But I can quote from the prospectus and I can talk about the industry. I know what I’m doing. What happens if I do it and they don’t like it? Are they gonna undo the IPO? Stock keeps going down like it is, the IPO will undo itself.
From: Sent: To: Subject: Larry:
Aaron Smyth [mailto:[email protected]] Wednesday, June 30, 1999 12:23 PM Larry Lazard RE: RE: Privileged attorney-client communication
Can I come over and talk to you about it? Aaron
From: Sent: To: Subject: Come
Larry Lazard [mailto:[email protected]] Wednesday, June 30, 1999 12:23 PM Aaron Smyth RE: RE: RE: Privileged attorney-client communication
#
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“Larry, look, they’re not being unreasonable,” says Aaron a few minutes later. “You know what the rules are, but the press doesn’t have to follow them. They’re going to try to get you to say more than you’re supposed to. You might look stupid if you DON’T say anything; you’ll get in trouble if you DO. My advice is let it go. There’ll be another chance.” “The fucking trading desk is supposed to HELP the stock,” says Larry. “It’s falling like a rock. It’s at eighteen. They’re not doing their job and now they don’t want me to do mine. How’re people supposed to buy the stock if they’ve never heard of the company? Is there a law against doing it? Did we sign some fucking agreement that says I need permission from Barcourt lawyers before I shit?” “There’s a regulation against hyping the stock, especially in the quiet period,” says Aaron, still calm. “They get to see press releases during the quiet period but they don’t have a veto and this isn’t a press release. You can do it if you want. But it’s a risk…” “Life’s a risk. I could get killed crossing the street on the way to the interview. I’m gonna do it. Let them know.” “Do you want to discuss it with Donna?” “No. I don’t. She’s the CFO. She does the numbers. When I want advice about numbers, I’ll ask her. When I want advice about the law I ask you. You told me that there’s no law against it, but there’s a risk. I decided to take the risk. Just tell them I’m doing it… Stock’s back at nineteen now; that’s a little better. Wonder what the fuck is going on with it?” Larry is now talking to himself. “Okay, Larry, be careful. DON’T TRUST THE PRESS.” “Right. Thanks.” # When Larry gets to the television studio at 500 8th Avenue he finds that the marketing lady, Eve Gross, has been a little optimistic. It is not CNN itself but its little sister CNNfn that wants to interview him. A twenty-something producer with a pierced nostril leads him to the green room which is actually just an alcove off the makeup room with a dilapidated water cooler and a monitor showing the broadcast. Waiting to go on before Larry are an analyst from a brokerage firm with her PR lady and the current girlfriend of the publisher of a prominent men’s magazine with an entourage of two other women whose duties are not apparent. Larry watches the host, Robert Sanford, read the financial news off his TelePrompTer until he is called in for makeup. “We’re just going to powder your nose a little to take off the shine and then spray your hair to keep it in place,” says the makeup lady, shifting her gum to the other side of her mouth. But she is interrupted by a call on her cell
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phone and issues a substantial stream of “he goes...” and “she goes...” and “then I go…” before getting back to Larry. “I’d much rather do men,” she says to Larry. “Their makeup, I mean. They’re not so particular. Some women…” She gestures with her head to the girlfriend of the publisher. “Some women just make it impossible to get your job done, ya know?” “Yeah,” says Larry. “Okay, now don’t touch your hair. When you’re done, come on back here and I’ll give you some cold cream to get the powder off.” She’s back on the phone with more “he goes/she goes…” Larry turns up the monitor so he can hear the interview with the analyst. # Sanford: Analyst: What did you think of today’s IPOs? Well, Bob, it’s a pretty typical day. Three new companies out of the gate. One of them, haircolor.com, tripled before the close. Actually it was up four times in the afternoon but there was a little profit-taking at the end. There was the adult site which doubled to thirty dollars, and freesoftware.com had a little less interest than expected and is up a disappointing fifty percent. # Larry looks around desperately for the producer. Finally, he spots her. “They’ve got it wrong,” he says. "Hackoff.com’s not a porno site; it’s an e-commerce site.” “I know,” the producer says. “I do my homework.” “But the analyst Sanford is interviewing just said it’s a porno site. That’s go to be corrected; that’s wrong.” The producer is amused: “You can’t change what the analyst says,” she says. “Besides, her four minutes are up. She’s coming off the air. You’re up after the girlfriend.” “But does Sanford know? Is he going to introduce me as the CEO of a porno site?” “Sanford doesn’t know anything yet. During the next commercial, before you go on, he may read the briefing I gave him. Or he may not. You may get a second to talk to him before you go on the air. Or you may not. It all depends. No problem; it’ll be fine. I’ll be back to get you in a couple of minutes and lead you to your place.”
#
hackoff.com Sanford: Girlfriend: Sanford:
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Girlfriend:
Sanford:
Girlfriend:
Sanford: Girlfriend:
You and the publisher have both a business and a personal relationship, as I understand it. Yes. Yes we do. We also have a spiritual relationship. I don’t want to pry, but it seems to me a legitimate business question is: Do you think your relationship will last? The publisher has had lots of relationships... Bob, as I just explained, our relationship is special. It’s business; it’s personal; it’s spiritual. It will last. Well, because of the business dimension, it is important to our viewers. I mean otherwise it would be private. I mean isn’t fifty years a rather large age difference? Bob, I don’t think you get the spiritual dimension here. Age is just not important in the spiritual place that the publisher and I are at. It’s just so irrelevant. Thank you for being my guest on “Meet the Money”. Thank you, Bob. It’s been great to be here. #
“Okay, you’re up next,” the producer says to Larry. She leads him through a murky area, cautioning him to step over the cables. They pass the girlfriend who is swearing spiritually under her breath. Larry goes up on a dais in a chair next to Bob Sanford, who is fixing his hair and talking through his mike to someone who is talking back through the earphone in his ear. A guy in a Grateful Dead tshirt clips a mike to Larry’s tie, pushes the wire under his jacket, and gives Larry the box at the end of the wire to put in his jacket pocket. “Sixty seconds,” the producer says. “So,” says Sanford, still off the air, “you’re one of those dot.com billionaires. I hate you guys.” He doesn’t sound like he’s kidding. “Just a millionaire,” says Larry. “And that’s all on paper. It’s not real. I can’t sell my stock for at least six months. I…” “Yeah, you guys are always whining … all the way to the bank. I didn’t think porno sites went public.” “We’re not a porno site,” says Larry. “We’re an e-commerce site. The producer said you were briefed on all this…” “Five seconds,” the producer says. The red light illuminates on top of the camera facing Sanford which dollies in. He looks into the TelePrompTer to read the introduction. To viewers, it looks as if he has leaned towards them.
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# Sanford: Our next guest on “Meet the Money” is Larry Lazard, Chairman and CEO of hackoff.com, stock symbol HOFC. Although hackoff was not the most successful IPO of the day, it did double and leave Larry with plenty of money. Larry, welcome to “Meet the Money”. Thank you, uh ... Bob. It’s a pleasure to be here. Many people believe that hackoff.com is an “adult” site. You say it’s e-commerce. Is it both? No. hackoff.com has nothing to do with pornography. We’re an e-commerce business. We supply the software that keeps e-commerce sites safe from hackers who want to steal credit card information and do other bad things. We are making e-commerce secure. Do you think the people who bought your stock and made it double today did that thinking that hackoff is an adult site? Maybe they think that IS a good business. No. No; I don’t think that. I think people bought our stock because they think we have a good business and they want to share in that success. Do you think that people didn’t buy your stock because they don’t like your business plan? Actually, the haircolor.com IPO did much better than your company today. They have a business model that people can understand. I don’t know. I can’t really talk about our business plan other than what is in the prospectus because we’re still in the quiet period. But were pleased with the IPO. Rumor on the street is that hackoff was priced below expectations at the midpoint of it’s range. Do you think that’s because you spent some time in prison prior to being CEO of hackoff? No. I don’t. I think people recognize that I have a unique understanding of the market for online security and that hackoff— Do you think hackoff will go down when investors find out that it’s not an adult site? I’m sure a lot of them thought it was. There are lots of investors listening to us now. I... Larry, our time is up. Thank you very much for being my guest on “Meet the Money”.
Larry: Sanford: Larry:
Sanford:
Larry:
Sanford:
Larry:
Sanford:
Larry:
Sanford:
Larry: Sanford:
hackoff.com Larry:
© 2005 Tom Evslin Thank you for having me. ###
Page 4.20
The Chat Board
Larry on CNNFN by: thewatcher02 (38/M/New Rochelle, NY) Msg: 201 of 216 Larry Lazard is going to be on Meet the Money at 6! 06/30/99 5:45 pm
Re: Larry on CNNFN by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 202 of 216
Posted as a reply to: Msg 201 by thewatcher02
06/30/99 5:51 pm
That should send the stock up tomorrow!
Re: Larry on CNNFN by: pooper Long-Term Sentiment: Sell Msg: 203 of 216
Posted as a reply to: Msg 202 by ChorusLine
06/30/99 5:54 pm
Bob Sanford will eat him for lunch he hates dotcoms and he hates crooks.
Re: Larry on CNNFN by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Strong Buy Msg: 204 of 216
Posted as a reply to: Msg 203 by Pooper
06/30/99 5:59 pm
This is a good chance for Lazard to tell the company’s story. It had a good open and that’s what got him on. Now he has a chance to build on that. Of coarse he can’t say too much
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without getting in trouble with the SEC but the company has a good story even without hype. Sanford is tough and cynical so it wont be easy tho.
Re: hackoff opens by: scooper Long-Term Sentiment: Buy Msg: 205 of 216
Posted as a reply to: Msg 203 by pooper
06/30/99 6:05 pm
pooper, you’re just as much an asshole as your buddy Sanford. Larry’ll do great.
Not Larry by: thewatcher02 (38/M/New Rochelle, NY) Msg: 206 of 216 06/30/99 6:06 pm
Larrys not on! Its some woman that thinks hackoff is a porno site.
Re: Not Larry by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 207 of 216
Posted as a reply to: Msg 206 by thewatcher02
06/30/99 6:07 pm
Thats what everybody who bought jerkoff today thinks. If the lizard tells them its not it closes at 10 tomorrow. Look out below all you jerkoffs.
Re: Not Larry by: scooper Long-Term Sentiment: Buy Msg: 208 of 216
Posted as a reply to: Msg 207 by Alaska60-60
06/30/99 6:09 pm
Probably the only reason anyone didn’t buy is they don’t know what the company is. You’re and asshole, Alaska. This was a great IPO and tomorrow will be even better
hackoff.com
Still no lizard by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 209 of 216
© 2005 Tom Evslin
Page 4.22
06/30/99 6:12 pm
Now the centerfold cunt thats fucking the publisher is on. She even makes more sense than the lizard will thats why thay put her on first and shes got bigger tits then jerkoffs CFO. You better jerkoff now watching her cause your gonna get jerked off tomorrow.
Larrys on by: thewatcher02 (38/M/New Rochelle, NY) 06/30/99 6:18 pm Msg: 210 of 216 Larry’s on now. Sanford thinks hackoff’s a porno site.
Larrys Interview by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Buy Msg: 211 of 15
06/30/99 6:22 pm
Sanford fucked him, no doubt about that. Larry tried and didn’t do badly, but he didn’t stop him either. I’ve cut HOFC to a Buy but am still bullish. Just don’t know about tomorrow. Larry’s got to tell the story better. Maybe he shouldn’t have gone on in the quiet period but you gotta give him credit for trying. He’s right that he understands e-com security and he kept his cool, but that was a low blow from Sanford about him being an excon and he didn’t handle it as well as he should have. Still a good story, but they’re in the big leagues now and have to hit big league pitching.
Re: Larrys Interview by: PacPhil (25/M/New York, NY) Long-Term Sentiment: Buy Msg: 212 of 216
Posted as a reply to: Msg 211 by jumbo10
06/30/99 6:24 pm
Jumbo, good analysis. It was a tough nite.
hackoff.com
Was Larry on? by: CLess Msg: 213 of 216 Was he on???
© 2005 Tom Evslin
Page 4.23
06/30/99 6:26 pm
Sanford Show by: TestTost (35/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 214 of 216 That centerfold broad was hot!
6/30/99 6:30 pm
Re: Larrys Interview by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 216 of 216
Posted as a reply to: Msg 211 by Jumbo10
06/30/99 6:35 pm
Its not a porno site. Larrys an excon. What will the street think?
Stock Opened by: thewatcher02 (38/M/New Rochelle, NY) 06/30/99 6:40m Msg: 216 of 216 No activity in the aftermarket.
### Larry and his wife Louise sit naked in their hot tub with drinks and cigars. The hot tub is recessed in a cedar deck which projects from the nearly vertical face of the ocean-facing cliff in Atlantic Highlands, New Jersey. They have privacy while the leaves are on the trees. To the East, descriptively-named Sandy Hook is dark in the foreground, while the lights of thirty miles of ships leaving and entering New York harbor are in the background. To the North across the harbor are well-lit Kennedy
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Airport and Coney Island. To the West, are the Verazano, Brooklyn, and Manhattan bridges, and, on a clear night like tonight, the George Washington in the distance. Their house is cantilevered into the cliff behind and above them. “I fucked up,” says Larry. “I fucked up royally. No one will buy the stock.” “Probably no one even watches that CNNfn thing. I never heard of it,” says Louise. She hadn’t been able to watch or Tivo the interview because Larry had told her (as Eve had told him) that it was going to be on CNN. “Investors watch it,” says Larry. “They’ll all sell in the morning. That guy Sanford hates me; he said he hates me because I made so much money in the IPO. And he screwed me because he hates me and I couldn’t stop him.” “You’re never as bad as you think you are,” Louise says. Underwater, she grasps his very limp penis. When he stirs slightly, she arches her back so that her dark nipples break free of the water. “The stock closed at thirty dollars,” she says. “You and I are worth 200 million or something on paper. You should fuck up like that every day.” Larry reaches around her back and rubs her right nipple. The nipple immediately stiffens. “Two-hundred-five million and change,” he says. “You’re not so bad yourself.” Now he’s erect. “We are what we are,” she says and pivots onto his lap straddling him and taking him deep into her. In the distance, a ship’s horn gives a long sigh.
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Page 5.1
Chapter 5: Afternoon April Fools Day, 2003
Initial Interview by NYPD Detective Mark Cohen 4/1/2003
Dom Montain (11:15 A.M.) Q: Mr. Montain, this is an informal interview. However, you do have the right to an attorney of your choosing. If you cannot afford an attorney, the City will provide one for you. Moreover, any statements you make to me today could be used against you in a court of law. This interview is being taped. Do you understand and agree to these conditions? Yes and yes. Do you wish to be represented by an attorney? Not at this time. If, at any time during this interview, you wish to be represented by an attorney, please make that known and the interview will cease until representation has been arranged. Is that understood? Is what understood? By whom? Do YOU understand that the interview will be terminated at any time you wish to be represented by an attorney? Yes. I understand. I am now handing you a consent form in which you acknowledge that I have advised you of your right to be represented by any attorney and that you have elected to proceed without an attorney at this time. Are you comfortable signing this form? Do you mean will I sign the form? Will you sign the form of your own free will? Yes, since that’s how the game is played. The transcript of this interview will show that you reviewed the consent form, signed it, and handed it to me. Please state your full name? Dom Carl Montain. Not Dominick? Dom, not Dominick. Are you now or have you ever been married?
A: Q: A: Q:
A: Q: A: Q:
A: Q: A: Q:
A: Q: A: Q:
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Q: A:
Q: A: Q: A: Q: A: Q: A: Q: A: Q: A:
Q: A:
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No, never. Have you ever used any other name? No. What is your address? 39 Worth Street, Apartment 10-B, New York, New York, 10013 dash 2989. Where and when were you born? White Plains, New York. September 20, 1972. What is your educational background? Public schools in White Plains through fourth grade. Sixth grade through eighth at Hommocks Middle School in Mamaroneck... Where were you for fifth grade? I skipped fifth. Ninth grade through twelfth at Mamaroneck High School, although I skipped tenth grade. I attended California Institute of Technology in 1987 and 1988. Did you graduate? No. Where is California Institute of Technology located? The main campus is in Pasadena, California. There are Caltech facilities around the world. What facilities were you at? I was at Pasadena. Why did you leave college before graduating? I left to join a software startup. Were you asked to leave? I was not! What was your grade-point average for the two years you were there? Did you complete two years? My grade-point average was three-point-eight for the first year and three-point-nine for the second. Yes; I completed two years. What stopped you from having a perfect four-point-zero? I had an incompetent Freshman English instructor my first year and a disagreement with a physics professor my second year. So you didn’t make any mistakes that made your scores less than perfect? I did not. Some people would say that not giving the physics professor the answers he wanted was a mistake but I disagree.
hackoff.com Q: A: Q: A: Q: A: Q: A: Q: A: Q: A: Q: A:
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Q: A: Q: A: Q: A: Q: A:
Q: A: Q: A: Q:
Did you have any disciplinary trouble at college? I have excellent discipline. I mean was any disciplinary action taken against you? Caltech operates on the honor system. Who enforces the honor system? The students do. Was any enforcement action under the student honor system taken against you? No enforcement action was taken against me. Was any enforcement action PROPOSED against you? Yes. How did you know? Have you looked up my records? That’s not supposed to be in my record since no action was taken. I didn’t know. That’s why I asked. For what infraction was action proposed against you? There was no infraction! I won the freshman robot demolition contest. What is the freshman robot demolition contest and why would action be proposed against you for winning it? Each year freshmen are given basic materials to build robots. These robots compete in a series of one-on-one fights to the death. The student whose robot destroys all of its opponents wins. Action was proposed against me by some losers because I won. They were bitter. They thought they were smarter than me. They weren’t. On what grounds was the action proposed? On the grounds that I cheated. Did you cheat? I DID NOT! There were no rules prohibiting my tactics! What were your tactics? The other robots were programmed to lose to my robot. There were no rules against tampering with other students robots? There was a very strict rule against any physical contact with any of the materials supplied to any students in any form including, of course, the finished robots. Didn’t you violate this rule? I did not. Then how did you program the other students’ robots to lose to yours? I didn’t. They programmed themselves to lose to my robot. I don’t understand. How is that possible?
hackoff.com A:
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Q:
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All of the other students downloaded the same shareware to their robots for enemy recognition. This was not a “material supplied to them”; it was shareware they CHOSE to use because none of them could write a pattern recognition program as good in the time allotted. I did, of course, but the others couldn’t. So I hacked the site that had the pattern recognition software and changed it so that it couldn’t recognize my robot as an enemy. That meant my robot could easily approach and destroy my opponents. I think I understand. But, if your pattern recognition software was different from and better than everybody else’s, wouldn’t you have won anyway? You’re pretty smart. Yes, I probably would have. But why take a chance? This was war and the object was to win. I didn’t know I had the best pattern recognition until I heard that all the others were downloading theirs from the same place. Once I knew that, I knew how vulnerable they were and that I could assure myself of victory. So I did. What was the outcome of the proposed enforcement action? Since there was no rule against what I did, no action was taken. That was right. But, since the losers were popular, the contest that year was declared null and void. They said that the rules were “inadequate”. That was unfair. I won under the same rules that applied to everyone. Of course, they changed the rules for subsequent years, and that’s perfectly fair. But what they did to me was NOT fair. Is that why you left college before graduating? It is not. That was unfair but I lived with it. That was the beginning of my freshman year and I stayed through my sophomore year. Was your dispute with your chemistry professor why you left? It was a physics professor. No, I left to join a software startup. Why did you want to do that instead of getting a degree from Caltech? Even I’ve heard of Caltech. It’s very prestigious. Caltech was getting boring. All I care about ... all I cared about was the software I wrote. And the software I wrote for courses was boring. Joining the startup was a way to write great software and be recognized for it. What was the name of the startup and where was it located? Do you know you often ask two questions at once? Yes. The startup was named “Games of Woe and Dread”. It was located in a commune on Malibu Beach. We called it GOWAD. What did GOWAD do? We wrote games of woe and dread.
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What does that mean? We wrote game software for commercial video parlors. Twitch games for people who can think. Okay, what’s a “twitch” game and aren’t games played on PCs? There you go again with the double questions. Is that an interrogation technique? No. Right... Twitch games are games that require fast finger movement in order to fire weapons or enter hyperspace or take other important action. We wrote for video parlors and not PCs for two reasons. One, back in those days, computers weren’t fast enough for the kind of graphics and sound we wanted to do and; two, computer-to-computer communication wasn’t usually fast enough for people to play really good twitch games against each other. Now, of course... Don’t people often play video games by themselves? Yeah, losers. How can you win if you don’t beat somebody? What was your position at GOWAD? Same as my position here at hackoff; I was CTO. But there I did almost all the cool programming. So you started at GOWAD in 1988. How long did you work there and why did you leave? You could try three questions at once. I would remember them. I left GOWAD at the beginning of 1991 because it went out of business. Why did GOWAD go out of business? Because the idiot who ran it was as stupid as he was when he complained to the honor committee about the way I beat him and his robot. You left Caltech to go to work for the guy who turned you into the honor committee? Why? Yes. Because he knew I was a great programmer. They were writing cool stuff and I thought it would be a good opportunity. Where did you go to work next, what was your starting position, how long were you there, and why did you leave? You catch on fast. You into role-playing games? A little. Chase Manhattan Bank in New York City. I started as a lead programmer for GUI. I left in 1993. I left because I didn’t get recognition for what I did there and it was really boring and stupid. What’s Gooey; why did you choose Chase Manhattan in the first place; and is that where you first met the deceased?
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GUI stands for graphical user interface. All computers have them now but then only the Mac and a brain-dead version of Windows did. I went to Chase Manhattan because Larry Lazard recruited me — so that answers your third question, too. Where did you first meet the deceased? Only one question this time, you must be getting serious now that “the deceased” is in the game. I first met Larry at MacHack in 1990. What’s MacHack? It’s a semi-official gathering of the best Mac programmers, those who’d rather hack than eat. Apple sort of sponsors it and sort of doesn’t. It’s sort of about cool Mac stuff and it’s sort of about cool hacks. There’s a lot of code swapping that goes on and passing the word about pirate boards. Why did Larry recruit you to Chase and why did you accept? Larry knew my rep from MacHack. He knew I knew GUI inside and out and could make a computer do tricks whether it wanted to or not. We game writers wrote the book on cool graphics. He said that, once GUI was established, online banking would happen because even bozos’d be able to use it and he wanted Chase to have the best user interface first. Said he knew that if I were the lead programmer in the group we’d get there before anyone else. I took the job because Larry recognized me for what I could do and because the bank had more computers than I’d ever seen in one place. You said you left Chase because you didn’t get recognition. Is that a question? Yes. Didn’t sound like one. Okay. So the real question is: Why did I leave Chase? Answer is: Things change. “Gotcha” happened. Larry confessed to it; he went to jail. Then the place was really boring and there was no one left who knew or cared what I could do. Just a bunch of sort-of programmers who maybe wished they were bankers. Then where did you go; why; in what capacity; for how long; and why did you leave? Very good; five questions. Next I went to Microsoft in Redmond, Washington. I went there because I was tired of being with dummies and wanted to be back with smart guys. Some guys from GOWAD, some guys from Caltech — especially physicists — some guys I knew from MacHack were already there and they’d been recruiting me for a while and telling me what a great place it was and how you could get rich on options in six months.
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They already had Ferraris, some of them. Smart guys are recognized there. I came in as a senior developer to work on fixing the fucked-up Windows GUI. I stayed at Microsoft until 1996 when Larry recruited me for the security consulting business he had before hackoff. Why did you leave Microsoft to join Larry? Weren’t you getting rich on options? Weren’t you writing cool stuff? Weren’t you getting recognized for it? I left because Larry recruited me and he knew what I could do to keep hackers away from websites; he knew that I understood hackers. I did well on options; not as well as the early guys, of course; and I cashed some in too soon. I did write lots of cool stuff while I was in the Windows Desktop Group at Microsoft, but there was a big political dustup over how to deal with the Internet and whether Windows or something code-named Cairo that never happened was going to be the code base for the future and the cool stuff ended up moving into other groups, so I wasn’t doing the coolest stuff anymore and I don’t like that. You were smart to ask. And I didn’t get enough recognition. Billg understood what I did and what I could do. He knew all the top developers and he was always emailing us about what he thought was cool and what he didn’t think was cool and why didn’t we do this or that or were we brain dead. But by ‘96 Bill wasn’t as involved and there wasn’t as much to get recognition for because the cool stuff had moved away. Your first job with the deceased’s consulting company was what? CTO. Same job I’ve got now but I was the only technical person so no management bullshit then. Wasn’t the deceased technical? Larry? Yeah, I guess. But he didn’t work for me and his job in the company was consulting and selling and, after a while, raising money and taking us public. Let’s get to yesterday. When’s the last time you saw the deceased? At 3:00 PM yesterday. Where did you see him and why? Was anyone else present? Three questions. This sounds like “Clue”. I saw him in the boardroom because we were having an executive staff meeting. It ended at three so that’s the last I saw him. Since it was an executive staff meeting, the other executives were there: Donna Langhorne, our CFO; Aaron
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Smyth, chief counsel; Frank Folger, sales guy; and Eve Gross, marketing slime. What’s “Marketing slime”? “Marketing slime” doesn’t mean anything bad; it’s what we called marketing women — they’re usually women — at Microsoft. Folger’s actually supposed to be in charge of marketing but he doesn’t do it so Eve sort of reports around him — reported around him, I guess — to Larry and came to exec staff meetings usually. Was there anything unusual about Larry at that time? Was there anything unusual about the staff meeting? Nothing unusual about Larry. He was the asshole he’s been since the stock tanked. Not much unusual about the staff meeting either except that I quit. Why did you quit? And, if you quit, how come you came into work this morning? I get it: you ask multiple questions so you can keep multiple threads going at once. That way you don’t take a chance going down a blind alley with one line of questions and forgetting what you need to do to get back. Good gaming technique. I quit because I’m not going to take any more of Larry’s bullshit. He used to recognize what I did; I think he forgot. Now he’s just an asshole, yelling and putting people down — putting me down. He forgets ... he forgot what he owes me. When I said I quit, Larry said he expected an “orderly transition”, that he respected my position, and that I’d be able to keep my options if I cooperated in a transition for the next couple of days and was available after that to answer questions. What was special about this meeting that made you quit? You said it was normal for the deceased to be abusive. Did he try to convince you to stay? This time Larry said that everything that happened to the company was my fault. He said that if my people could get stuff done on time, the company would be profitable and the stock price wouldn’t suck like it does. He said if I could manage development, then we wouldn’t have any of these problems. He said that I’m a has-been technically, too, that I lost my edge and may never have been as good as people thought I was. Other than for transition, he didn’t try to convince me to stay. Did that surprise you? Did that disappoint you? Didn’t surprise me. He’s an asshole — WAS an asshole — and he’d forgotten what I’ve done.
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I suppose it disappointed me. Did you kill Larry Lazard? Isn’t that a little blunt?. I’ve been honest about the way I feel and could have had motive, I guess. But I didn’t shoot him; he shot himself. How do you know he shot himself? Everybody knows that. Donna told me. It was his gun; the one he always plays with. There were powder burns on his right hand. And the security log shows that he was alone in his office from the last time people heard him alive until Donna found him dead in the morning. How do you know what was in the security logs? Did you look at them? Donna told me; I didn’t look at them. I was sure that would have been done by now. When did you leave the office last night? About six. Did you see Larry or communicate with him in any way after the staff meeting? I already told you that the last time I saw him was at the end of staff meeting. The only other communication was that I sent him an email telling him that he’s an asshole. When was that? Did he respond? Do you have a copy of that email? About 3:30? He didn’t respond. Yes, I do have a copy of the sent mail. I assumed you would have had all email dumped from the servers by now. We sent an image of the email server to the lab. They haven’t gotten back to us yet. It would save time if you got me a copy of that email after this interview. You’re sure you didn’t see Larry again after staff meeting? I’m sure. Didn’t you see him when you went into his office at 4:14? I... Who says I went into his office? The security log, of course. I assumed you would have assumed I’d seen that by now and I have. It says that you went into his office at 4:14. Why wouldn’t you have thought I’d seen that in the security log? Well, you’re smart but sort of slow. I just didn’t think you’d have gotten to the security log yet, just like you haven’t gotten to the email yet. So I jumped to the assumption that someone told you I’d gone into Larry’s office and that seemed strange because I don’t remember anyone being around when I went in. No big deal.
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So why did you tell me you didn’t see the deceased again after staff meeting? He wasn’t deceased then but I didn’t see him either. I told you the truth; I didn’t see him. I went into his office, but he wasn’t there. Why did you go into his office if he wasn’t there? I went into his office to see him, but he wasn’t there so I didn’t see him. Why did you want to see him? I was mad. When Larry didn’t respond to my email and didn’t try to get me to stay, I went into his office to tell him face-to-face what an unappreciative scumbag he is. But he wasn’t there. Why did you stay in his office six minutes if he wasn’t there? I was waiting for him to come back. Did he? Not then. I told you, I didn’t see him again. Why did you stop waiting for him? I was upset. I wasn’t sure it was a good idea to see him anyway. I didn’t like sitting around waiting for him to come back. It put him in control. So I left. And you never saw or heard from the deceased again? Correct. Were there other people in the office besides you and the deceased when you left at 5:50? Sure; there were a shit-load of people. We don’t work bankers’ hours at hackoff. Can you name some of the people who were here when you left? Yes. May I please have some names? Donna Langhorne... Are you sure? Yes, why? Would you be surprised if I told you she told me you were here when she left? Yeah. Did she say that? I ask the questions, sorry. Who else was here when you left? Kevin Wong was here. I was talking to him just before I left. What were you talking about?
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Word got around that I quit. Kevin and the developers were upset, naturally. They know that I’m ... I was all that was between them and Larry the Asshole. They were afraid that a new CTO’d be brought in and they’d all lose their jobs. That matters to programmers these days. Didn’t used to. What did you tell Kevin? I told him I appreciated their concern but they should chill out. I told them shit happens but hackoff is still a great opportunity and things can get better; they should give it a chance and not do anything rash. I told Kevin he ought to get some pizza for the troops; make things seem more normal. If you were so angry at the deceased, why were you trying to smooth things over with the technical staff? I promised to cooperate in a transition, remember? Also, I’m still a big shareholder in hackoff and it’s not in my interest to have the whole technical staff leave. Who else? Who else what? Oh, yeah; I know: who else was here when I left. Matt Ralston, Irv Arkin, Irma Sukander, Sanjay Raj... Okay. That’s enough for now. Where did you go after you left the office? West 10th Squared. So you like jazz. How long were you there? Who saw you there? Did you have any communication with anyone at hackoff while you were there? I was there until 3:00 AM. I listened to jazz and I played some jazz. I smoked a joint — are you going to arrest me for that? Remember that anything you say can be used against you in a court of law. It would be one of my colleagues who’d arrest you for the joint, but probably for possession with intent to sell; then you can bargain that down to simple possession of a controlled substance. You didn’t answer all of my questions. Should I repeat them? A bunch of people saw me there. Not sure any of them want you to have their names. Do I have to give them to you? It makes things easier if we can verify your alibi sooner rather than later, but you don’t have to make things easier. Look, the bartender, Kelly O’Kelly, knows me and saw me. She’s supposed to be there so its no problem giving her name. Also the owner or manager or something Francis X ... Francis X. O’Shea. Is that enough? It’s enough for now. I may ask you for more names later. Can they verify you were there until three? I think so. They closed around three and I left then, so they may remember.
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You still didn’t answer all of my questions. Do you need me to repeat them? No. The only person I communicated with from hackoff was Donna. She called me on my cell phone when I was at West 10th Squared. What time did Donna call? Why did she call? She called just before midnight. I was playing and didn’t answer but I called her back. She called to be sure that I planned to come back to the office and complete the transition. She was concerned that I might go off the deep end and decide “fuck the transition”. Is it unusual for Donna to call you so late? Wouldn’t she be concerned about waking you up? Donna calls anyone she wants whenever she wants. It is unusual for her to call so late but she knows I’m always up late. She might have apologized if she’d called me early in the morning but she would’ve called if she wanted to. Did she say anything else? She said Larry IS an incurable asshole. Where did you call her back? I used call-back on my cell phone. Just a second and I’ll tell you. She was at her home number. Can you think of any reason why the deceased would have taken his own life? I take it the time of death was before 3:00 AM. I don’t think Larry would’ve shot himself just because he’s an asshole. He basically likes himself the way he is — that’s my take on him. He did sometimes say that the gun was his exit strategy but I always took that as a joke. I wouldn’t pick him as someone who would rid the world of himself. I’m surprised he did. Can you think of any reason anyone would want to kill the deceased? Yeah; mainly for being an asshole. As you pointed out, I had motive, but I didn’t do it. There are lots of other people that Larry dissed badly. There’s an Arab whose girlfriend he screwed; there’s his wife who found out about it; there’s probably other people he screwed one way or the other. There’s Wrobly from antihack; Larry made him look like an idiot which, of course, he is. Who besides yourself and the people you just mentioned did the deceased insult? Did he insult Donna? Man, if this isn’t suicide, you have a long list of suspects, Mark. I heard him insult Aaron Smyth, our attorney. He’s been very rough on Eve, the marketing slime. Larry’s always all over Folger for crappy sales, but
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Folger’s a sales guy so I think it just rolls off his back. He yelled at Donna when she argued with him, but he didn’t really diss her. Anyone else? Give me time; I’m sure I’ll think of some. Don’t you have enough suspects? Isn’t this pretty pointless for a suicide? I’d like you to get back to me as you think of more suspects; there aren’t enough until the perp is caught. Larry is just another suspect, himself, at this point. If you think of anything else that might be relevant to this investigation, please call me. Thank you for your cooperation. You’re welcome. It’s been good talking to you. ###
It’s 1:00 PM and the hackoff.com executive staff is assembling for a hastily-called meeting in the hackoff boardroom. Donna is in Larry’s usual seat in the middle of one side of the table. Dom Montain is on her right. As they come in, Aaron Smyth, newly-appointed CFO Lew Marigold, Frank Folger, and Eve Gross take seats across the table from Donna and Dom. Eve is seated between Folger and Smyth and dwarfed by them although she sits up very straight on the back of her chair with her back slightly arched. Marigold is next to Smyth. All except Donna and Marigold have laptops open in front of them. They are connected to the corporate LAN by WiFi so they can access the Web and their email as they meet. “Thanks for coming on short notice,” Donna says. “I know this is a difficult day and this meeting will have to be short because Frank, I think, you have an interview with Detective Cohen at 1:45.” “Right,” Frank says. “What’s he like? Aaron, anything special I’m supposed to say or not say?” “Well,” says Aaron the lawyer, “you don’t have to say anything. In fact, you can leave the interview at any time. You do have the right to be represented by an attorney. However, if you do decide…” “Don’t you represent me?” asks Frank. “I represent you as far in your corporate role. For example, if you killed Larry as part of your corporate duties…” “I didn’t kill Larry,” says Frank, not amused. “If you killed Larry as part of your corporate duties,” continues Aaron, “then I would represent you in your corporate role. However, if you killed him in your personal role or killed him in your corporate role but were being prosecuted personally, and there was likely to be a divergence between your personal interests and the corporate interests—”
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“For Christ’s sake,” interjects Donna, “cut it out Aaron. Just tell Frank whether he needs to get a lawyer or not. Dom and I were interviewed without lawyers.” “With all due respect,” says Aaron, “I can’t. This is a decision each of us — including me — needs to make on his or her own. These interviews are informal and are not sworn — you can’t be indicted for perjury for anything you say in them — but they are recorded and anything you say can be held against you. Investigators tend to think of people who immediately ask for a lawyer as more hostile but, for anyone who didn’t kill Larry — which I assume includes all of us since he apparently committed suicide — it shouldn’t really matter what the investigator thinks. But there shouldn’t really be any need for a lawyer. I cannot accompany you in these interviews since I am in the same class of ‘everybody is a suspect until we find the murderer or conclude formally that it was suicide’ as the rest of you.” “Thanks a lot,” says Frank. “That really clears things up.” He doesn’t sound grateful. “Let’s get on with the meeting,” says Donna. “We have a lot to cover. We know the company was in trouble before Larry died, the stock price has been awful. It’s held up surprisingly well today…” “It’s up to one-point-fifty-five,” says Eve looking at her PC. “Hey, boss, the Street likes you,” says Frank the salesman, cheering up some. “Yeah,” says Donna, “we’ll see how much they love me. Okay, first of all…” “Excuse me,” Aaron says. “Shouldn’t we ask Joanie to join us? She hasn’t usually been in our meetings, but she did report to Larry and presumably now reports to Donna and I’m assuming HR issues are among those we have to deal with.” “Are we worried about Larry’s benefits?” asks Frank bitterly. “Aaron, good idea; give her a call,” says Donna, ignoring Frank. “We’ll keep going, though. First of all, as I was saying, Dom has agreed to withdraw his resignation. We all know Larry probably would have apologized and tried to convince him to stay…” “We do?” ask Lew Marigold and Frank in chorus. “He probably would have asked him to stay and he would have been wrong if he didn’t,” continues Donna. “Dom has been essential to our past success and he’s essential to the future. In fact, although his duties remain largely the same as CTO, I will propose to the board that he be promoted to EVP.” “Glad you’re staying, Dom,” says Eve. “Donna, are we gonna need PR on the promotion?” “The Board hasn’t approved the promotion yet so let’s ready an announcement for later release. Aaron, I assume you’re taking down the action items.” “Right,” says Aaron, who wasn’t but starts typing now.
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Joan Johnson, HR VP, comes into the room without saying anything and sits next to Lew Marigold. She doesn’t have a laptop with her but has a pad to take notes. She is a very tall woman, taller than Marigold and almost as tall as Folger. She has a thin face but an open smile and appears to be the oldest person in the room. “Second,” says Donna ignoring the interruption, “you all know that the board has approved Lew as acting CFO. We are going to do a search for a permanent CFO — could be Lew if he likes the job and is good at it; but we need to do the search.” Lew isn’t sure where to look. “Congratulations, Lew,” says Eve. “I’m sure you’ll be great. We’ll need to get a picture of you for the officers’ page on the website.” “Right,” says Donna abruptly. “So Lew may be ‘acting’ but he is the CFO; he’s got to sign the Sarbanes-Oxley certifications and work with the auditors. So you all need to give him the same accurate information you gave me. And he needs to take the same ‘no bullshit’ approach I did. Right Lew?” “Right,” says Lew tentatively. “Customers,” Donna says. “Frank, how are customers gonna react? What do we have to do for them? How do we keep them with us or even improve their perception of us?” “Well,” answers Frank, “I think we ought to think about special compensation for sales for the next quarter or two.” “CUSTOMERS,” says Donna. “I said CUSTOMERS, not greedy salesmen.” “It’s the feet on the street who shape the customers’ perceptions,” says Frank undeterred. “The sales force is going to be apprehensive about what Larry’s death means to them. We want to reassure them and—” “Frank, we’ll talk about that when we talk about all HR issues,” says Donna. “Now I want to talk about customers.” “All of us in sales have more of our compensation tied to short-term results than anyone else,” persists Frank. “The best way—” “Then do your fucking jobs and sell and stop WHINING,” says Donna. “That’s the “best way” to get paid. Is that simple enough for you to understand? Now what about the customers? Can anyone talk about them?” “I’ve been looking at the sales figures,” Lew says tentatively. “And…?” “A disproportionately large percentage of the sales of the Managed Service are to the equity customers.” “Tell us something we don’t know,” says Donna. Then, softening slightly: “I know you haven’t been in these meetings, so you don’t know that we’ve been over those numbers lots of times. Our overall sales look okay since we can book revenue from the equity customers, but cash is declining quickly.” “Maybe you already have discussed this, too,” Lew continues, “but to make matters worse, we’re paying cash commissions on the equity ‘sales’ and spending real dollars in the NOC to monitor their sites...” “So now you want to stop paying commissions,” Frank challenges. “That’s a great way to help sales morale.”
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“We’re not talking about sales morale,” Donna warns. “Go ahead, Lew.” “So looked at strictly from a cash point-of-view,” Lew says, “the equity ‘sales’ not only don’t get us cash, they COST us cash.” “And?” asks Donna. “I don’t know,” says Lew. “That’s just what the numbers say.” “If we force them to be cash customers,” says Donna, “we have to give their equity back. Of course, if we’ve already written off the value of it, we don’t have to take another write-off. But we’d have to write off some of it. And we’d have to make sure they DO convert to cash and don’t just drop the service. After all, some don’t have any cash, but they’re a significant part of our sales.” “We’ve been here a million times before,” says Frank. “Larry understood that we’d wreck the company if we screw these customers. That’s why we haven’t wasted time on this.” “Larry’s dead,” says Donna. “And even Larry made mistakes. This might have been one of them.” “This is a great plan if you want to crater sales,” says Frank. “We’re losing cash on every sale we make to these guys,” says Lew. “We’d actually lose less cash if we made fewer sales.” “Our stock price’ll crater if sales go down,” says Frank. “How much further down can it go?” asks Dom. “If it goes below a buck, NASDAQ’ll delist us,” reminds Aaron, the lawyer. “There are two separate issues here,” says Donna. “One is: cut the loss from customers with worthless equity who are never going to convert to cash. Two: we need to make customers who HAVE cash upgrade to cash payments. In both cases, what works is to give them notice of discontinuation and tell them that they can only get monitored service and upgrades AFTER they convert to cash.” “I don’t think we can do that contractually,” says Aaron. “I don’t think we can discontinue service without giving six months’ notice of discontinuance.” “Okay,” says Donna. “No question this is gonna hurt reported sales this quarter; Frank is right about that. Question is: What will that do to the stock price and do we get delisted? If we get delisted, do we care? Stock still trades. Do we have to worry about another hostile with a low stock price? I’ll talk to Barcourt & Brotherson about that. But my guess is the Street’ll cut us some slack this quarter if they believe this is the necessary step to get cash flow positive and a good sign from new management. I think we will need to show some results in the third quarter, though. Something to show management knows what it’s doing and is on the right track.” “With six months notice,” says Aaron, “they’ll still be entitled to a free ride next quarter.” “We can come up with something to hurry them along,” says Donna. “Maybe some incentive to convert before the deadline — a lower price or something. We could tell them they can’t have the Managed Service until they convert to a cash basis. Aaron, can we do that?” “I think so,” says Aaron, “but I’ll have to check the contracts.” “You do that.”
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“I think this whole idea stinks,” says Frank. “We’re betting the company and we’re gonna lose.” “Look,” says Donna, “it’s your job to sell them the Managed Service. iHudson bought; it’s starting to move.” “They don’t WANT the Managed Service,” says Frank. “They’ve been doing fine with just software protection. They don’t see any need for the Managed Service.” “You know, Frank,” says Donna, “it’s a good thing you don’t sell life insurance. You’d be telling me nobody would buy it if they haven’t already died, because they don’t see any need. It’s your job to MAKE them see a need. They know what happened to antihack’s customers. They gonna wait for that to happen to them?” “It’s not enough,” says Frank and grumbles some more but under his breath. “This is one of the times that Larry would’ve put the gun to his head,” says Aaron. “He would’ve spun the cylinder and said ‘you bet your life’. Or, if he thought the idea was brain-dead, he’d have said ‘time for the exit strategy’. I’m glad there’s no gun in this conference room. This is an enormous risk.” “It’s too bad there’s no Larry in this conference room,” says Frank. “We’re making an enormous mistake.” “Anyone else feel that way?” asks Donna. When no one responds, she asks Eve: “How do we handle this from a positioning point of view? We differentiated the company to the investment community based on the equitycustomer strategy. Now we’re throwing it overboard.” Eve says: “I’ve been thinking about that. This is, in some sense, a perfect opportunity to reposition. Larry’s dead; we have to deal with that anyway. It’s natural for new leadership to have a new vision. And times have changed; the bubble has burst. We know Larry didn’t quite change with the times — of course, we don’t SAY that. He was the right guy for a different time. Now we position Donna as the right woman for THIS time; the person who understands that cash is now king — or maybe queen. And, to keep continuity for the sake of customers, we build up Dom’s role as the genius who can produce the best anti-hacker software. He’s been here all along in that role and our surveys do show that the customers respect our product.” “But people think of Larry as the guy who confessed to ‘Gotcha’ and went to jail for it,” says Aaron. “He’s the one we positioned as understanding the hacker threat because he WAS one.” “Well, that’s something we work,” says Eve. “Now that everybody understands the danger from hackers, maybe you don’t need the visionary with the warning so much. Now we need solid execution. We continue to get that on the financial side from Donna, and from Dom on the technical side. I think this message’ll fly.” “Put it together,” commands Donna. “What about employees?” asks Joan Johnson, the HR VP. “What about them? Won’t the same message work for them?” asks Donna. “They have stock, too.”
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“They’re worried,” says Joan. “They were coming into my office worried even before Larry shot himself, and now they’re freaked out. Most of them know the company is burning through cash. They think less about their stock than they do about just having jobs and whether they’ll get paid.” “So,” says Donna, “they should like the message of concentrating on real cash, reducing the burn rate, and getting profitable. We should accent that part of the message to them.” “They’re going to think that ‘reducing the burn rate’ is code for ‘reducing’ head count,” says Joan. “That’ll scare them even worse.” “Can’t have it both ways,” Donna says. “If we’re going to have a real profitable company with good jobs, we may shed some jobs getting there. That’s just the way it is. What do you think we should do?” “I think YOU’VE got to talk to them,” Joan says. “Go out and walk the halls and talk to them individually. Larry never did that; he just liked talking to people in groups. If you talk to them one-on-one, they’ll feel better.” “What am I going to tell them ‘one-on-one’? Can’t tell them our new strategy before we announce it or we violate Reg FD. Can’t tell them that they’ll all keep their jobs, because it isn’t true. What do you want me to say to them?” “Just listen,” says Joan. “It works for a while. Tell them you don’t know all the answers yet; that won’t surprise them. Ask them what worries them. Ask them how they’d get the company profitable. Pretend to listen to the answers. It’s good management.” “Okay,” says Donna. “We have the beginning of a plan. Aaron, make sure there are dates and owners for the action items: only one owner for each item. We’ve gotten into some bad habits of unclear accountability lately.” “Boss,” says Frank, “can I talk to you after my interview with the detective? We’ve got to talk about the sales force.” “Yeah,” says Donna, “but don’t come back to me with another plan to increase commissions. Better start thinking about how your guys can live on the REAL sales they make — no more cash commissions for ‘equity’ sales.” ###
Email, April 1, 2003
From: Aaron Smyth [mailto:[email protected]] Sent:Tuesday, April 1, 2003 2:01 PM To: Donna Langhorne; Dom Montain; Frank Folger; Joan Johnson; Lew Marigold Subject: staff meeting action items Action Item Prepare press release re Montain promotion Owner eveg Date 4/3/03
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Page 5.19 4/2/03 4/3/03 4/7/03 4/2/03 4/8/03 4/1/03 4/2/03
Check contracts re conversion and ms Check with Barcourt re strategy Prepare draft new company positioning Employee walkabout Produce list of equity customers Propose sales comp plan Approve sales comp plan
From: Donna Langhorne [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:04 PM To: Aaron Smyth; Cc: Dom Montain; Frank Folger; Joan Johnson; Lew Marigold Subject: RE: staff meeting action items Aaron: Thanks for getting this out fast.Just a couple of corrections. I said one owner per ai and I meant it. eve owns the new company position. Lew, no reason for it to take a week to get the list of equity customers. let’s have that tomomorow. There is NOT going to be a new sales comp plan other than the fact that we’re not going to pay cash comp for noncash sales. Just want to make that clear.
From: Aaron Smyth [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:05 PM To: Donna Langhorne Subject: RE: RE: staff meeting action items But eveg works for frankf???
From: Donna Langhorne [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:06 PM To: Aaron Smyth
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© 2005 Tom Evslin RE: RE: RE: staff meeting action items
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Eve is going to report directly to me. frank doesn’t add any value in managing her. haven’t told him that yet. Doesn’t matter though; only ONE owner per ai. otherwise noones accountable.
From: Dom Montain [mailto:[email protected]] Sent: Tuesday, April 1, 2003 2:08 PM To: Donna Langhorne Subject: RE: staff meeting action items We’ve known for a year this what we had to do. Sure a lot easier without Lar trying to keep his wet dream of the ultimate holding company alive. Maybe he knew what he was doing when he shot himself.
From: Eve Gross [mailto:[email protected]] Sent: Tuesday, April 1, 2003 2:09 PM To: Donna Langhorne Subject: RE: staff meeting action items Donna: I’m really enthusiastic about this new plan and new positioning. I think we can pull it off; I do. I also know that you knew for a while that this is the right thing to do for the company. I’m sure Larry would have come around to this view eventually. A also want to tell you privately, woman-to-woman, that I think you are doing a great job of taking command in a man’s world. The guys respect you and this is gonna work; I know it! Eve
From: Donna Langhorne [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:15 PM To: Eve Gross Subject: RE: RE: staff meeting action items
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Thanks. I’m counting on your help.
From: Sent: To: Joan Subject: Joannie:
Lew Marigold [mailto: [email protected]] Tuesday, April 1, 2003 2:15 PM Johnson Staff Meeting
Do you think she can pull it off? Frank is really pissed. She told me to bring up those numbers. Lew
From: Joan Johnson [mailto:[email protected]] Sent: Tuesday, April 1, 2003 2:17 PM To: Lew Marigold Subject: RE: Staff Meeting She is certainly a controlling so and so. Let’s see if she really goes around and talks to the peeps. That’ll be one test of whether she really wants to be a good CEO or just wants to give orders. She sounded like she was listening to us — except for Frank. Wow!
From: [email protected] Sent: Tuesday, April 1, 2003 2:15 PM To: [email protected] Subject: CONFIDENTIAL John: How have you been; long time no talk. You still hitting the long ball? Got the slice fixed? Look, I’ll get right to the point. You’ve probably read that our CEO shot himself last night. Obviously, things are a bit up in the air here. Donna Langhorne is the new CEO and a board member’s become chair. They’re both urging me to stay on because obviously I’m key to bringing the company forward just as I’ve
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been responsible for much of its success so far. In fact, I think I’ll be offered a healthy raise and some more options. But I’ve got to know what my alternatives are. I’ve enclosed an updated copy of my resume for your confidential perusal. Obviously, I’d be looking for a position of EVP of global sales or higher; I think I’m ready for a CEO job maybe at a well-funded start-up. Would like your input on what’s available. Comp should be at least $275K base with at least as much more in incentive upside plus generous options. Company doesn’t know that I’m looking so please use my hotmail address above and don’t pass my name around without clearing with me first. Best to Frances. Frank Folger
From: John Handler [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:20 PM To: Donna Langhorne Subject: Recruiting Donna: Congratulations. Very sorry to hear about Larry but I know that hackoff.com is now in good hands. I saw from the press release that you will be conducting searches for both a board member and a CFO. It goes without saying that Sherman Hanson Recruiters would like to help. As I’m sure you know, we are the leading retained search firm for the software industry. You and I met many moons ago at Esther Dyson’s conference. I was very impressed by your presentation there. I should tell you in confidence that from some of your key people who are their options. I sincerely hope that value but, of course, stand ready to we are receiving resumes understandably exploring you don’t lose anyone you help with any vacancies.
I would appreciate a chance to meet with you at your convenience to explore what Sherman Hanson can do to help hackoff.com.
hackoff.com Sincerely, John Handler
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From: Sent: To: John Subject: John:
Donna Langhorne [mailto: [email protected]] Tuesday, April 1, 2003 2:20 PM Handler RE: Recruiting
I do remember how drunk you were at Esther’s conference. I don’t remember whether it was at that conference or another one that the organizers had to pay off the waitress you fondled. If you start hunting in my staff, I will personally cut your balls off. Needless to say, you will also not get any business from hackoff in that case. Who contacted you? Sincerely, Donna Langhorne
From: John Handler [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:25 PM To: Donna Langhorne Subject: RE: RE: Recruiting Thanks, Donna: I think you may have a problem in Sales and Marketing at the EVP level. I’ll have my admin call your office to set up an appointment at your convenience. Sincerely, John Handler
From: John Handler [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:26 PM To: [email protected] Subject: RE: CONFIDENTIAL
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Frank, buddy, Good to hear from you. Golf is not being kind to me, not that I get out that often. Obviously, we will respect your need for confidentiality; discretion is what we do for a living. That being said, despite the excellence of your resume, I’m not sure you should look for quick results or take too hard a line on your compensation requirements. Times aren’t what they used to be. Although your qualifications are excellent, there are a large number of people on the market with superficially similar experience. And there isn’t nearly the hiring going on that there was. We will certainly keep your resume in the active file and see what good matches come up. Thank you very much for thinking of Sherman and Hanson. We’ll have to get out and hit some someday soon. Sincerely, John Handler
From: Dom Montain [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:26 PM To: Donna Langhorne Subject: Are you available?<eom>
From: Donna Langhorne [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:30 PM To: Dom Montain Subject: RE: Are you available?<eom> Come ### A short while after the last email, Dom comes to Donna’s office. She’s behind her desk at the far end of the long room, facing the door, but moves to a
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chair at the end of a coffee table as Dom comes in. He sits at the end of a couch across the corner of the coffee table from Donna. The walls of the room are filled with pictures of Donna at various conferences, receiving awards, and sometimes handing oversized photo-op checks to grateful charitable recipients. There is a framed copy of the Wall Street Journal “tombstone” from the hackoff IPO next to a similar framed tombstone from the secondary. Among the lucite and glass baubles on top of the bookcase are two with miniatures of the tombstones entombed in them. The books in the bookshelf are on finance, general business practices, business law, Bill Gates’ book on Microsoft, several Zagat guides, and a miscellany from vendors and would-be vendors, including books on good hiring practice from Sherman and Hanson Recruiters. On the coffee table are today’s Wall Street Journal and New York Times, Cranes New York Business, New York Magazine, a pile of the most recent hackoff annual reports and an orchid. “When are you moving into Larry’s office?” Dom asks. “Not until the investigation moves out of it. But not long after that. You want my office when I move out?” “No. I want to stay near the developers. Thanks.” “You didn’t come here to talk about real estate. What’s up?” “We have a problem,” Dom says. “Two problems, in fact.” “We have a lot of problems including a company that Larry damn near ran into the ground. But what are the two problems you came to tell me about?” “One: Larry’s cyberkey is missing. Two: you activated the back door for Larry’s office yesterday afternoon.” “How do you know that? You wouldn’t log the back door, would you? I mean that would be pretty self-defeating, wouldn’t it?” “Of course I don’t log the back door,” says Dom. “That would be selfdefeating — you’re right. What happened is yesterday I went up to Larry’s office after staff meeting. Before I went, I activated the back door to ignore me going in. But, when I got up there, I saw you going in so I went back to my office for a while. Then I went back to his office. He was gone and you weren’t there either, obviously. But this morning when the cop interviewed me, he had a log entry of my going in and out of the office. That log entry shouldn’t be there.” “Is the back door broken?” asks Donna. She looks nervous. “No, it’s not broken. The reason the back door didn’t work was that, right after I activated it for me and Larry’s office, you activated it for YOU and Larry’s office. That overwrote my activation. You went in and out unrecorded. Then you deactivated. So the log recorded me going in and out of his office. I was surprised when the cop knew I’d been in the office — I’m not sure whether he noticed that or not — because I thought the back door was protecting me. So I looked at the log to see what had happened. That’s when I saw that you weren’t
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logged, even though I’d seen you go in. So it doesn’t take a lot to figure out what happened. But what were you doing in his office?” “He is…” says Donna, “he was my boss. I went to his office all the time, remember.” “You didn’t deactivate the log every time you went in. You didn’t use the back door. Why did you do it this time?” “Why are you questioning me? Are we playing games? I don’t like games, Dom. I didn’t steal Larry’s cyberkey. And, anyway, I mean why did YOU use the back door? You’re the one who just quit.” “I didn’t say you stole the cyberkey.” “I repeat: I don’t like games, Dom. That’s your thing, not mine. Tell me what you want.” “So why did you?” Dom replies. “I asked you first.” “No you didn’t. ...I thought we weren’t playing games.” “Okay,” Donna concedes, “I went to his office for the same reason you did. I wanted to secure the cyberkey. I didn’t think he was ... rational. That is why you went in, isn’t it?” “Yeah,” says Dom. “And I agree — he wasn’t rational. I thought it was too dangerous for him to have the key. He might’ve suspected me, but chances are he wouldn’t be sure when it disappeared. He’d look at the security log and it wouldn’t show me in the office recently. He’d have to admit, to you at least, that it was gone since we agreed to keep them visible to each other and you’re in and out of his office all the time. When was the last time you saw it there?” “I’m not sure,” answers Donna. “It’s not that I really think to look for it, but I would’ve noticed if it had been gone for long. It wasn’t there when I went to retrieve it yesterday, obviously.” “So,” Dom says, “do you think someone stole the cyberkey and that’s why he killed himself; he was afraid that whoever had it would expose our antitakeover defense?” Donna thinks before answering. “Maybe, but probably not. No one’s supposed to know about the cyberkeys except the three of us. Any one of us could expose the others whenever we wanted but not without exposing ourselves. So who would steal it besides one of us? And we wouldn’t use it.” “Maybe he told someone about it.” “Then he would know who he told,” objects Donna. “He would have a pretty good idea who stole it. And it doesn’t make sense for him to tell anyone about it.” “I have a worse theory,” Dom says. “Go ahead.” “He knew he was gonna kill himself — I don’t know why — so he gave someone the cyberkey so they could expose us. He’s got nothing to lose anymore.” “He’s got nothing to gain, either,” says Donna. “He could be setting someone up so they could blackmail us. Maybe that’s Louise’s insurance policy. This worries me.”
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“Everything worries you. Louise won’t want to defame his memory. Remember the yellow ribbon crap? She’s stuck with him through all his bullshit. If she has it, it’s insurance against us. She won’t actually use it. So, maybe your theory is right and maybe it’s not so bad if it is.” “Well, yeah, if it’s Louise, it’s not so bad. I’m still worried, though. Especially given Larry’s latest project. You did call that off, didn’t you?” “Didn’t have to. The way I understand it, nothing happens without Larry giving the go-ahead. You know him; alpha he kept controlcontrol-freak. And obviously he’s not going to give the go-ahead now. But we’re probably going to have to pay them for it. I mean they did do the work.” “Pisses me off,” says Dom. “But better than having it happen. I think I would’ve blocked it but I was worried.” “Maybe I should give the go-ahead,” says Donna. “You heard what Frank said. The customers still—” Dom stiffens in shock. “NO. This not going to happen! What is it with CEOs?” “Relax, Dom,” Donna says. “I was kidding. It’s not gonna happen.” “I think I’m going to block it so there are no accidents,” says Dom. “That’s not a good idea. You know it’s not a good idea; you told me that any emergency patch is dangerous. And we really don’t want to do any kind of upgrade while we still have those equity parasites who wouldn’t convert to cash. I’ll make sure it’s stopped.” “I don’t know…” “Don’t you trust me? I mean is that why you were questioning me about the back door and the cyberkey?” “I-don’t-know,” answers Dom mechanically. “I-trusted-Larry-and-thatwas-a-mistake. I learn from my mistakes.” “You can trust me,” says Donna. “I mean Larry was treating you like shit. He forgot what we owe you; he even let you quit when there really is no company without you. I KNOW we need you. That’s why I promoted you. You can trust someone who respects you and needs you. Leave it, Dom, please. You’re the greatest, and I trust you when the time comes — IF the time comes — you’ll do what needs to be done. But there’s no reason to take that risk now.” “Okay,” says Dom. “I guess.”
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HOFC Daily Trading 4/1/2003 (at close)
$1.80
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$4/1/2003
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© 2005 Tom Evslin
Chapter 6 - Davos, January 26-February 1, 2000
NASDAQ 6/30/99 - 1/25/00
HOFC Daily Trading 6/30/99 - 1/25/00
###
7/ 1/ 1 7/ 999 8/ 7/ 199 15 9 / 7/ 199 22 9 / 7/ 199 29 9 /1 8/ 999 5/ 8/ 199 12 9 / 8/ 199 19 9 / 8/ 199 26 9 /1 9/ 999 2/ 1 9/ 999 9/ 19 9/ 16 99 / 9/ 199 23 9 / 9/ 199 30 9 / 10 199 /7 9 10 /19 /1 99 4 10 /19 /2 99 1 10 /19 /2 99 8/ 11 199 /4 9 11 /19 /1 99 1 11 /19 /1 99 8 11 /19 /2 99 5/ 12 199 /2 9 / 12 199 /9 9 12 /19 /1 99 6 12 /19 /2 99 3/ 12 19 /3 99 0/ 1 1/ 999 6/ 20 1/ 13 00 / 1/ 200 20 0 /2 00 0
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At the end of January or the beginning of February each year a great many newspaper and magazine columns are datelined “Davos, Switzerland”. There is a reason for this. Late January is the time of the annual meeting of the World Economic Forum, and reporters important enough to get invited can write about nothing else. To get to Davos, you fly to Zurich. To get invited to the World Economic Forum in Davos is much more difficult. The World Economic Forum is an organization “committed to improving the state of the world”. It’s members are some 1,000 of the world’s largest corporations. They pay large dues, rumor says up to 300 thousand per year. And their executives are appropriately invited. But many other people are invited as well. Political leaders are invited and come; for Davos 2000 they include Bill Clinton and Tony Blair, Israeli Prime Minister Ehud Barak and Palestinian leader Yasser Arafat, former Israeli Prime Minister Simon Peres and young King Abdu’llah of Jordan, and many, many more. There is an expectation that deals will be made; peace and commerce advanced. The anointed thought leaders from the press are invited; Thomas Friedman, of course, but also David Kirkpatrick of Fortune and — much to the point this year — Tony Perkins of Red Herring and Upside fame. No one who hasn’t read both of these is anywhere near an IPO. The corporate leaders for 2000 include Bill Gates of Microsoft and Scott McNeally of Sun (they have less use for each other than Barak and Arafat). Jeff Bezos from Amazon is here as well as Michael Dell. Michael Bloomberg — who is not yet a mayor — is attending as a business leader. There are Asian billionaires as well; Richard Li of Pacific Century Cyberworks and Masayoshi Son of Softbank are the most prominent. European business is represented mainly by the third to tenth generations of old companies with a sprinkling of telecom executives. South America and Africa are “underrepresented”. To the discomfort of some the members, a smattering of Internet IPO CEOs have been invited as well. They are thought of as nouveau riche which they most spectacularly are. They have not been asked to participate in the major panels but they are on small panels. Some were invited in 1999 and 1998 before most of them were rich but when they were already hard at work changing the world. Most of them won’t be invited in 2001 or ever again. Among the Internet IPO CEO invitees is Larry Lazard of hackoff.com. Inviting him caused some controversy in WEF’s normally placid Geneva headquarters. He was first considered in 1999 because of hackoff’s unique business model and rapid growth in book value but was rejected both because of his criminal background and, more importantly, the name of his company. The argument for 2000 had to be settled by Klaus Schwab himself, the founder and only leader the WEF has ever had. Herr Schwab, he was originally German, decided that 1) Larry was not the first criminal to be invited; 2) the name is offensive but it has a marketing purpose and there are many things about America that are offensive; 3) hackoff, with its marketcap now over five billion dollars, had to be invited. So Larry, who was previously only vaguely
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aware of the WEF and Davos, was invited and, as with all invitees, invited to bring his spouse. That’s why on Wednesday, January 26, 2000, Larry and Louise are disembarking into the caverns of Zurich airport after an overnight flight from Newark. The trains leave from beneath Zurich airport. Larry and Louise have checked their bags through on Swiss Rail so it is an easy transition from plane to train. Clearly, some of the other people are also Davos-bound – they have the look. More to the point, they are proudly displaying WEF luggage tags which were thoughtfully distributed in advance. Once beyond the suburbs of Zurich, they change trains to a line that makes the serious assault on the Alps necessary to get to Davos. Now the train is half-populated by people going to WEF and half by skiers who won’t be going to Davos this week because there is no room at the inn — or anywhere else in Davos. It is snowing heavily, but the train continues to climb in its single-track ravine. It has a snowplow mounted on the engine, so snow swirls back past the windows of the cars. It’s hard to imagine where the snow goes once it blows by the train, since the ravine is narrow. But the train sticks to its schedule. Downward trains pass at stations where there are two tracks; synchronization is what one would expect in Switzerland. There is nothing impressive about the station the Lazards debark at in Davos. It’s built of dirty yellow brick; scraps of paper dance with the snow on the platform; the wind is cutting. It’s not immediately clear where to go to get baggage; they don’t see any baggage unloaded from the train. Larry finds a door that leads to a lit room with a few suitcases in mostly empty racks. He goes in. “Fuck,” says Larry to Louise when he comes out. “The bags aren’t here. They’re going to come ‘spater’. That’s later, I think. But I don’t know what the fuck he’s saying. He doesn’t speak any English. I thought all Swiss spoke English. I thought they knew how to run a railroad.” They take a cab to their hotel — the Sunset Reiser. They have been warned that Davos doesn’t have nearly enough luxury hotel rooms for the five thousand or so luxury-accustomed guests who are attending. Rooms are assigned by the same mysterious process that gets people invited to Davos in the first place. World political leaders, who are surrounded by security people, need a lot of room; they take most of the space in the big resort hotels. Duespaying corporate chieftains are next in the pecking order. Apparently, newlyminted paper billionaires whose companies have embarrassing names are at the bottom of the hotel heap. “Fuck,” says Larry to Louise. “This hotel sucks. The phone has no jack; I’m gonna have to hack it or tear the wall apart to get online. We got those fucking — or actually non-fucking — European twin beds. The hot and cold water come out different faucets. The sink is stained. We’ll be lucky if the toilet flushes…”
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“Everybody who knows we’re coming here is jealous,” says Louise. “Most people would sleep in a tent to say they were invited to Davos. They all want to know how we got invited.” “Yeah, we’re cool,” Larry says. “But the hotel still sucks and we still don’t have our bags and…” The phone rings. It is Magdala Rottenthur who has been deputized by Herr Schwab to be their guide and helper. She expected them to arrive about now and wants to know if she can show them around and help them with registration or anything else. The bags, she explains in very precise but idiomatic American English will, of course, not be here until tomorrow. Apparently the transfer always takes a day at the airport. Yes, certainly, the preparation kit should be amended to say that — you can almost hear her taking a note — and she is personally very sorry. Is there anything they need very much in the luggage? Any medicines? Does Mrs. Lazard need to get makeup? But Larry and Louise are experienced travelers; they packed their shortterm needs into their carry-ons. There won’t be a problem unless the bags don’t come by tomorrow night. But, wait, Larry has no suit until the bags come. That is not a problem, says Magdala. Not at all. At least half the men don’t wear suits to the panels. Just a sports coat is fine, preferable in fact. But Larry doesn’t have a sports coat either in his carry-on or delayed baggage. Not a problem either; some men just wear a shirt with a collar. Does he have that? Yes. Nothing being a problem, they agree to meet at the Congress Center. It is just up the street from Sunset Reiser. But they must be very sure to go the right way on the street, because just past the Sunset Reiser is the area where the anti-globalization protestors have gathered. The demonstrators have, unfortunately, somehow made their way to Davos even though they were supposed to be kept one town away. However, the Swiss police have prepared for this contingency and will not let the protestors pass a line which is, unfortunately, near the Sunset Reiser, but in the opposite direction than the Congress Center. From the front, the Congress Center presents a poured concrete brow just a story and a half above the sidewalk. This is deceptive because most of the building is built into the side of a hill that slopes down from street-level. In fact, there are at least four more stories below the entrance level and the place is huge. When the Lazards go in with Magdala, security is ready to make their badges. They must take a new picture, which is not only visible on the badges but digitized and stored in a database. In this way, when a badge is passed over the security device, a blow-up of the picture appears on a screen visible to the security guard, who really does look at it. Bags go through one scanner and people go through another one. It’s much more efficient than an airport. No lines and, apparently, no slip-ups. Most of the security soldiers have Uzis. Besides those who have obvious functions such as looking at security pictures, there is a fairly large contingent
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of soldiers whose mission seems to be just to cradle an Uzi ready for use. To a bad guy, it’s probably intimidating. Once through security, Magdala explains, you take off your boots and check them with your coat and put on your inside shoes. Mr. and Mrs. Lazard did see the section in the prep material that explains about the need for inside and outside shoes? Yes, they have their inside shoes with them. Excellent. Efficiently, Magdala shows them the kiosks where they can get Internet access; the rooms where they can plug their own PCs into an Ethernet connection; the windows where they get tickets to the sessions (the popular ones fill up fast so they should submit bids very early); the hall where keynotes are given. Bill Clinton will give one. Ted Turner will give another. The sessions Larry is participating in are not in the Congress Center; they are in various hotels but all are very close. There is a map. As they go back to their hotel, the Lazards see that battle lines have formed. A Swiss Army water cannon blocks the street just past the Sunset Reiser. Troops in full regalia with Plexiglas shields, Uzis, and batons flank it. Bright lights shine from the water truck and a couple of jeeps into the bearded and mufflered faces of the anti-globalization protestors. The ragged but somewhat disciplined crowd has begun to throw snowballs at the troops. Most are stopped by the shields, but an occasional lucky shot tops a shield and lands on a soldier’s helmet. Since only lobs succeed in this, no real harm is done and the soldiers appear impassive, although their real faces are hidden by the insect noses of their goggle-eyed gas masks. “Fuckin’ idiots,” comments Larry. “Who except an idiot would throw snowballs at a man with an Uzi? Actually,” he muses, “they’re probably here because they can be pretty sure they WON’T be shot, so it’s all for show. Looks brave but they’re just taking advantage of the Western values they say they hate. They don’t do this in dictatorships.” “I’m glad you’re feeling better,” says Louise. “But you’re turning into a real old fart member of the establishment. Must be the money.” “Yeah. I earned it, though; WE earned it. No one gave it to us. We took risks. And we don’t have it yet, either. A billion dollars and change! Wow.” A billion dollars is the current paper value of the Lazard’s hackoff stock; it’s currently trading in the 130 to 140 dollar range. “I knew a guy who knew a guy who was at Kent State,” says Larry back in his role as commentator on the standoff at the Sunset Reiser. He said what happened was the National Guard troops lost it because they ran out of tear gas or their tear gas didn’t work or something like that. So there’s a bunch of guys standing around getting rocks thrown at them and they have too much equipment on — including their rifles and bayonets and other stuff — to throw rocks back. And they lose it; or someone loses it, and they shoot because it’s all they can do to stop the rocks. So these guys out there better hope that the Swiss guys have good tear gas or something or they could get nervous and use those Uzis.”
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In downtown Davos, far from the front line, other protestors have just thrown a table through the window of a McDonald’s in a blow against both American imperialism and carnivores. They have also attacked a fallen policeman. These actions break a defacto détente. Word of the incident is radioed to the troops at the Sunset Reiser at about the same time as the other side gets word through their mobile phones and gives a ragged cheer. They increase the volume of snowballs. In true revolutionary tradition, a couple of them try to pry out cobblestones, but the cobblestones are frozen fast. An order is given. The water cannon lowers its muzzle to the crowd. A captain orders them to disperse in all four of Switzerland’s languages and English. The crowd is defiant. The soldiers take a step forward in unison and the water cannon fires. “Idiots are lucky the water cannon worked,” says Larry. “Otherwise they coulda got shot like the kids at Kent State. Now they’re just wet and cold and they can feel like heroes.” The idiots (or heroes) stumble away from the confrontation, some with newly-formed ice in their hair or beards. The disciplined soldiers don’t pursue them. # Thursday is the first day of the conference. Well-instructed and reasonably well-rested, Larry and Louise climb the hill to the Conference Center wearing their boots and identity tags and carrying their inside shoes and the programs in which they’ve circled the sessions they want to attend. The streets and sidewalks have been swept of the previous night’s snow, but it is cold and light and it swirls back in a sparkling dust which crunches slightly underfoot. On the way, they see an outdoor platform where MSNBC is doing interviews. “Want me to call Eve and see if she can get you on?” asks Louise. “Yeah, sure,” says Larry. “What the hell. Might as well give it a try. Actually, she shoulda thought of making press appointments. Give her our password to the conference website and she can find out what other press is here.” “Yes, sir,” says Louise. “Please,” says Larry magnanimously. “Right.” Security works. No lines, but everyone is identified, scanned, cleared. Inside there are bags to put boots in before checking them with coats. First disappointment is session tickets. Larry’s first choices and second choices — mostly technical but one on the tulip bulb bubble — are all filled. So he decides not to go to any. Louise had a more eclectic choice — art, philanthropy, health — but doesn’t get her choices either. Patiently, she makes more choices until
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she’s filled her whole dance card. She does get into a talk by the inventor of Dolly the Sheep and another on how to minimize jet lag. “That’s Yasser Arafat,” Larry almost shouts. The grubby man in a dirty suit with his trademark four-day stubble is just a few feet away from them. There is no noticeable security. There are no crowds of sycophants around him or the other somewhat less-celebrated celebrities the Lazards begin to identify. It does seem, however, that there is a rule that all celebrities know all other celebrities at least well enough for cheek kissing. “There must be a lotta other places where they hang out together,” Larry guesses. The Europeans are very fond of Bill Clinton. The French, in particular, feel that the Monica Lewinsky affair was unfair, yet another example of America’s lack of civilization. Of course, he has a mistress. He is a man of power; all men of power have mistresses. They manage to say this slightly out of earshot of their wives. And this George W. Bush; he is not a sophisticated person. He is a Texan, a cowboy, the worst kind of American. He may not ever have been to France. Probably doesn’t have a mistress either. They are looking forward to Clinton’s keynote. They are regretting that he won’t be back as President next year. But a terrible thing has happened. There is an article in the Wall Street Journal accusing Klaus Schwab of having guided World Economic Forum contracts to companies in which he, personally, had an interest. Clearly the article must have been written by a reporter who was disappointed not to be invited to Davos and is taking revenge in print. Look at the timing. There must be a good explanation. And, of course there is. Herr Klaus practices what he preaches. These are excellent entrepreneurial companies. He has invested in them and mentored them to help them. He has steered contracts to them for the same reason: they deserve help and they are good at what they do. What could be more consistent? We shouldn’t get distracted by this when there is great work to be done in making the world a better place. Larry is leading a luncheon discussion at a hotel a cab ride away from the Congress Center; he is one of two males not wearing a suit or a sports coat. The subject is the role of the Board of Directors. Attendees include a Belgian hotelier, the Queen of a tiny European principality, a French government official, a Japanese software entrepreneur, an Israeli electronic hardware entrepreneur (also in shirtsleeves), an American telecommunications executive, Louise Lazard, a British financial journalist, and a well-known Italian author of children’s books who is there, however, as a spouse. There is also an expediter from WEF to tell them what to do. It is not clear whether she is supposed to have a speaking role in the discussion. It is possible that she was cloned from Magdala. Two excellent wines are served. The continental Europeans smoke while they eat, which makes the asthmatic Japanese cough and sneeze which is a cultural embarrassment to him.
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“It’s pretty simple to us,” says Larry, who is supposed to kickoff the discussion, as they say in the United States. “The Board represents the shareholders, the owners of the company. Before you go public — before WE went public — those were the VCs — I mean venture capitalists — and founders who owned the company. The most important thing is that they represent the owners.” “Our view is much less limited,” says the Frenchman. “In our view it is the role of the Board to represent ALL the stakeholders. This includes the owners, of course; but equally important are the employees and the community in which the company operates as well as the government, of course. I myself serve on several boards for just these reasons.” He lights another French cigarette. “We had union representatives on our Board once,” says the American telecommunications executive. “They were arrested for trading on insider information.” “What about customers?” asks Larry. “What about them?” asks the Belgian. “Are they stakeholders who get a seat on the Board?” “I wouldn’t want to be on a Board,” says the Queen, who unfortunately sprays when she talks. “I am a customer and I don’t want to be on a board.” “Typically, not,” explains the Belgian. “It is not the tradition.” “And in Japan?” asks Larry. The Japanese does not speak English well. It is even more difficult for him because his cough has worsened alarmingly. Although it is impossible to know exactly what he said, there is apparently an elaborate tradition of how Boards are constituted in Japan, with due consideration to creating the interlock necessary in order for keritsu to operate efficiently. “That would never work in France,” says the Frenchman, creating yet more smoke. “We’re with you Americans,” says the Israeli before being asked. “We practice American style capitalism; it works.” France, Belgium, and the principality may be conducting their own boycott of Israel. They don’t appear to able to hear the Israeli although he doesn’t speak softly. “We believe that the company belongs to its owners; it must be run in their interest,” says Larry. “Employees have to be treated well, so they’ll perform well, which is good for the owners. Good community relations are good for the owners, too, so it makes sense for companies to participate in local communities. But the owners are still the owners, so the Board oversees management to assure that all the owners’ interests are protected, that the company is NOT run just for the benefit of management. “Now the interesting question is: WHICH owners is the company run for? Is it run for the stockholders who want to sell tomorrow? Is it run for the stockholders who have a medium-term view? A long-term view?”
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No one except Larry (and possibly Louise, who is silent) seem to think this is an interesting question. Each person repeats what he or she has said before in slightly different words. The Italian author is appalled to think that a company would be run just for its bottom line. “No wonder,” she says. The British financial journalist clears his throat and proclaims the UK somewhere between the US and the continent on the subject. The Israeli tactlessly points out the wealth being created by NASDAQlisted companies both in the US and in Israel. “The British system would not work in France,” says the Frenchman, who still cannot seem to hear the Israeli. “If your Boards represent all these constituencies,” asks the indefatigable Israeli somewhat sharply, “who chooses them?” “What do you mean?” asks the Belgian, shocked into recognizing Israel by the direct question. “So,” says the Israeli: “It’s very simple. In Israel and the US, the Board represents the owners. So the owners, the shareholders, do elect the Board. If a French Board, for example, represents other stakeholders, who decides who should be on the Board representing the other stakeholders?” The Frenchman still does not recognize Israel so the Belgian answers for him: “The Board does.” “The Board elects itself?” asks Larry. “Well, government may appoint its members,” says the Frenchman, “and management recommends its members; but the Board is in a position, as you would say, to best determine how other stakeholders are represented.” “So the Board does represent no one but itself,” says the Israeli. His tone says “Q.E.D.” Almost everyone manages to ignore this rude conclusion. Except for Larry, who says, tactlessly: “Good point.” There is a long silence. “Would anyone like to order desert?” asks the woman from the WEF. Most people would. The conversation becomes social and Larry, the moderator, makes no attempt to bring it back to business. The Israeli buttonholes Larry as they leave the luncheon: “You are going back to the Congress Center.” “Uh … yeah, my wife and I are.” “So we’ll share a taxi.” “Yeah, sure,” says Larry, not sounding sure. “This is my wife, Louise.” “Hello, Louise,” says the Israeli. His name is Chaim Roslov, pronounced with a guttural like Chanukah. The driver of their cab doesn’t speak English but the multi-lingual Israeli establishes Spanish as a lingua franca and directs him to the Congress Center. “You certainly pointed out that Boards that are supposed to represent everybody really represent nobody,” says Larry after they’ve settled into the cab.
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“Yes,” says Chaim. “They are Europeans. But I wanted to talk to you about something else.” “Yes?” “You are Jewish.” It is not a question. “Only half,” says Larry. “How do you know?” “I know,” says Chaim. “Your mother was Jewish.” Apparently question marks are not in his English vocabulary. “Right,” says Larry. “Then you’re Jewish.” “Right,” says Louise, amused. “But I don’t practice,” Larry objects. “I’m not asking you to synagogue,” says Chaim. “Practice does not matter. But you are a Jew.” “I guess…” “You are free for breakfast tomorrow,” Chaim asserts. “I think so,” says Larry. “For what?” “There is an important meeting. Simon Peres is coordinating this. We must do something to create opportunity for Palestinians. There must be hope for them or there will be no peace. We have a plan; we want your help.” “I don’t even know any Palestinians,” says Larry. “I don’t think I can help.” “You can help,” says Chaim. “You must come to the meeting.” “We will come,” says Louise. “Only your husband may come.” “Why?” asks Louise. “Are you orthodox? Are you afraid of women? I’m Jewish — all Jewish.” “Your husband is the principal. It is he who must come. If you are the principal, you would come. It must be that way.” “Why must it be that way?” asks Louise. “It must,” says Chaim flatly. The Lazards say nothing so he relents slightly. “There is not room and there are security considerations. You will come, Larry.” It is almost, but not quite, a question. “I will come,” says Larry. “It is important,” says Chaim. # The breakfast meeting is in another hotel in a medium-sized conference room. The chairs have been arranged in an oval, and Simon Peres sits in the middle of one of the long sides of the oval. Larry takes an empty chair near one of the ends. Chaim is towards the other end but there is no seat open near him. A young, black-haired functionary from the WEF speaks first. “The World Economic Forum has a proud history of being the venue for progress on
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otherwise intractable issues. Much of the discussion that led to the Oslo Accords began here in this neutral territory where direct communication is possible. In the midst of unparalleled global prosperity and relative peace, we must do what we can to solve the world’s most intractable problems. We may not succeed, but we have no excuse not to try. Prime Minister Peres has been kind enough to host this breakfast so we may discuss part of what we can do. Before we start, I’d like to go around the room and ask each of you to identify yourself, your country, your company, and state briefly why you are here.” When the introductions reach Larry, he says: “I’m Larry Lazard; I’m an American. My company is hackoff.com; we do security for e-commerce. I don’t know why I’m here. Chaim asked me to come.” Peres turns his large gray face to Larry: “We’re glad you’re here, Larry Lazard,” he says. “You’re here because you can help.” After the introductions, Peres himself speaks: “We are here because there are problems which must be solved,” he says. “The greatest obstacle to peace in the Middle East is the lack of hope among young Palestinians. We are doing something about that. The danger is that, in the Middle East, hope is its own worst enemy. There is a story about an asp and a camel who meet on the banks of the Suez Canal. ‘Take me across on your back,” said the asp to the camel.’ “‘I can’t do that,’ said the camel to the asp. ‘You will sting me.’ “‘I won’t sting you,’ said the asp. ‘If I sting you, you will die and I will drown.’ “‘Okay,’ the camel said and the asp got on his hump. Halfway across the canal, the asp stung the camel. “‘Why did you do that?’ asked the dying camel. “‘Because this is the Middle East,’ said the asp before he drowned. “We cannot allow ourselves to be drowned — to remain trapped in this cycle of despair and violence,” continues Peres. “We must create hope where there is no hope. We must give young Palestinians an alternative to violent death. That alternative comes from jobs. We must export some of the potential of the Israeli economy and the world economy to the Palestinian territories. “We are doing that. We are establishing businesses and factories there. We are creating jobs and we are creating hope. But there is great resistance to this when it is perceived to come from Israel. There is a brave Palestinian woman who has risen to be the plant manager of one of the enterprises we created. She has risen above the squalor and despair she was raised in. But her own father has called for her death; a local imam has declared a fatwah against her. She may not live long although this brave woman does live today. “So we need you who are not Israelis to create jobs in Palestinian territory, in the West Bank and in Gaza. We need you to create hope. We need you to create an alternative to violence and death. We will help you; we will put you in touch with the right people; some of them are here at the conference. But we must be invisible and you must be visible. Otherwise this remains the Middle East. The asp will bite the camel. And both will die. Will you do this?” Many say they will. Names are taken; appointments are made.
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“Will you help, Larry Lazard?” asks Chaim, who is now somehow seated next to Larry. “I would like to,” says Larry. “I mean this sounds like a very good thing, but I’m not sure how I…” “My friend Larry Lazard and I will help,” says Chaim. The great head turns toward them. “We will work to create jobs in the territories. We will outsource there. We will create well-paying programming jobs there and we will save money for our companies doing this. It is what our friends the Americans call a win-win.” “So,” Larry explains to Louise later, “I’m going to be put in touch with a Palestinian who’ll be our contact for contracting some of our programming to a group in Jenin. They’re supposed to be good; they can do it cheaper than we can get it done in the US. And we save them from being suicide bombers.” “Was Barak at the meeting?” asks Louise. “No, why?” “Isn’t that strange?” “The whole thing is strange,” says Larry. “Davos is strange. Being a billionaire is strange. I don’t know.” “We’re there any Palestinians at the meeting?” asks Louise. “No.” “Does that tell you anything?” “No. I told you; I’m going to meet a Palestinian. This is a good thing.” “We’ll see,” says Louise. “Why are you so negative?” asks Larry. “You’re the JAP. You’re the 100 percent pure Jew. You had a Bat Mitzvah, for Christ’s sake.” “I don’t know,” says Louise. “I don’t know. We’ll see. I am glad you’re trying. I’m glad that chauvinist pig Chaim recruited you.” “So that’s it; you’re still pissed off that you weren’t invited to the meeting.” “No, that’s not it,” says Louise, then: “Yes, it is. I AM pissed off. But that’s not what’s bothering me. I don’t know. Try. It’s the right thing to do. Meet the Palestinian. And remember the camel.” “Dom’s gonna have a cow,” says Larry. “He isn’t gonna wanna outsource. He wants to keep control of everything.” “You’re not doing this just to spite Dom, are you?” “No. Of course not. But he won’t like it. That’s the way he is.” “Just involve him,” says Louise. “Just tell him why you’re doing it. He’s Jewish, too; he’ll understand. Send him to Israel to figure out how to make it work.” “I need him; can’t take the chance of him getting killed by a suicide bomber,” says Larry. “Anyway, who cares if he’s pissed off?” “Going to any good sessions?” asks Louise. “Can’t get into anything good,” says Larry. “They’re all booked up. Wonder if there are scalpers here. But, anyway, I did get into a session on Mushrooms and Man. Probably no one cares about that except me.” “Sounds good,” says Louise.
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### Media Contact: Eve Gross Chief Marketing Officer 609 555 1000 [email protected] Media Alert HACKOFF.COM CHARMAN AND CEO TO BE INTERVIEWED ON MSNBC FROM WORLD ECONOMIC FORUM IN DAVOS Davos, Switzerland – January 28, 2000 – (BUSINESS WIRE) hackoff.com (NASDAQ:HOFC) CEO Larry Lazard will be interviewed on MSNBC at 10AM EST on Friday, January 29. Mr. Lazard is one of a select group of leaders of the international economy who have been invited to participate in the prestigious annual meeting of the World Economic Forum in Davos, Switzerland. ###
The Interview
Eve has come through. Larry has an interview on the outside platform with MSNBC. The green room is a porch of the platform above the snow. No makeup is necessary in the outside light. The host is Roger Ratherson. # Roger: Larry: Roger: Larry Lazard, Chairman and CEO of hackoff.com, welcome to MSNBC live coverage from Davos. Roger, thanks for having me. Well, how does it feel to be here at Davos with world leaders from so many disciplines? From government. From the press. From the private sector. How DOES it feel? Well, Roger, I’m very honored, of course. I realize I’m not here as Larry Lazard but as the CEO of a successful company. A company whose success is a tribute to many other individuals. But it is important to realize that we are a part of the world economy and that the work that we do day-to-day affects not only our customers
Larry:
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Roger:
Larry: Roger:
Larry:
Roger:
Larry:
Roger: Larry:
Roger:
Larry:
Roger:
and our employees but an increasingly interdependent world economy. And it is important to realize that success in one place, one part, of that world economy, can be the engine, the leverage for success in other places. Well, Larry, that certainly is the message of Davos 2000, isn’t it? The world economy IS interconnected. We cannot ignore that fact. We cannot evade the responsibility we have in an interconnected and interdependent world. Yes, Roger, that is a fact. We ARE interdependent. So, Larry, let me ask. What is the role of adult websites in this interdependent world? You are here as a representative of uh ... hackoff.com because of its success on the NASDAQ which is, indeed, a world market. What is the contribution of adult content to the world economy? Excuse me, Roger, I think you’ve been badly briefed ... uh, misinformed. Hackoff.com is in the Internet security business. We are NOT in the pornography business. Our role is to assure that e-commerce is as safe — no, safer — than traditional commerce. And that is very important to the interconnected world economy because it is only through e-commerce that a vendor in say, the Gaza Strip, can reach... Larry, I appreciate the explanation. However, I’m sure our listeners are interested in the answer to the question of how adult content is part of the world economy. Roger, my company does Internet security; we are NOT a content provider. Not an adult content provider; not any kind of content provider. Aren’t some of your customers providers of adult content? Yes, I guess. I mean adult content is part of e-commerce. Adult sites take credit cards. They have to protect their customers’ credit card numbers against hackers. And there is no one better at protecting against hackers than hackoff.com. Don’t you own a part of all your customers? Isn’t your business model to take a share? To, in effect, become an Internet holding company? Roger, you have been well briefed. Yes, taking an ownership share in our customers is part of what make hackoff unique. We... So, Larry, as the “owner” of adult sites, can you tell our listeners the role of adult content in the world economy?
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Roger: Larry: Roger: Larry:
Roger:
Larry:
Roger:
Larry: Roger:
Roger, we don’t own part of any adult sites. But I thought that was your business model? Our customers have the choice of paying us in cash or in equity. The adult industry has elected to pay in cash so I don’t believe we hold any equity in adult content companies. Does this mean that adult content is the most profitable segment of e-commerce? Maybe. I don’t know. You could make an argument that pornography drives technology... What do you mean? Well, look at the record. People bought VHS when they could get porno to show on it. Before that there were Super-8 movie projectors. The Internet is only one of a long line of technologies whose popular adoption has been driven by “adult content”. Why do you think people bought Polaroid cameras? Larry, I don’t know. Why did people buy Polaroid cameras? I suppose it was because they could see what their pictures looked like without waiting for them to be developed. Like digital cameras today. Maybe some, but not mainly. They bought ‘em so they could take pictures of their girl friends that they wouldn’t have to send to a developer. Look, everyone knows that the first book to be printed on a printing press was the Gutenberg Bible. Do you know what the second was? Well, we’re running out of time before our next guest; the woman who is now CEO of one of the ten largest US companies. But, Larry, what was the second book published on a printing press? It was Pamela, a soft-porn novel; we’d call it a soap opera today. That’s certainly an interesting factoid. Thank you Larry Lazard, CEO of hackoff.com. Our next guest is...
###
The Chat Board
Larry on CNNFN by: thewatcher02 (35/M/New Rochelle, NY) Msg: 9001 of 9016 01/28/00 10:45 am
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Larry Lazard is going to be on MSNBC from Davos at 3PM today!
Re: Larry on MSNBC by: ChorusLine (22/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 9002 of 9016
Posted as a reply to: Msg 9001 by thewatcher02
01/28/00 10:51 am
That should send the stock up this today! It’s already at an all-time high!
Re: Larry on MSNBC by: pooper Long-Term Sentiment: Sell Msg: 9003 of 9016
Posted as a reply to: Msg 9002 by ChorusLine
01/28/00 10:54 am
What’s Lazard doing skiing? He ought to be running the company. That’s why he gets the big bucks.
Re: Larry on MSNBC by: Jumbo10 (43/M/New York, NY) Long-Term Sentiment: Strong Buy Msg: 9004 of 9016
Posted as a reply to: Msg 9003 by Pooper
01/28/00 10:59 am
This is a good chance for Lazard to tell the company’s story to a worldwide audience. It is important to get foreign investors into the stock; they don’t sell as fast. And we need more fuel to keep going up. Given where the stock is trading, it does look like the US market understands our story but I don’t think there’s much foreign ownership.
Re: Larry on MSNBC by: scooper
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Long-Term Sentiment: Buy Msg: 9005 of 9016
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01/28/00 11:05 am
Posted as a reply to: Msg 9003 by pooper
pooper, you’re still an asshole. Larry is in davos because he’s important. Everybody important is at the world economic forum everybody knows that except you cause you’re not important.
Larrys on NOW by: thewatcher02 (35/M/New Rochelle, NY) 01/28/00 11:06 am Msg: 9006 of 9016 Larrys on! But the guy thinks hackoff is a porno site.
Re: Larrys on NOW by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 9007 of 9016
Posted as a reply to: Msg 9006 by thewatcher02
01/28/00 11:07 am
The companys been public for sex months and the Lizard still cant tell the jerkoff story. If he ever does tell the truth about the company everybodyll sell except maybe shills like chorusline and jumbo that probably sold already when they got all you jerkoffs to buy.
Re: Larrys on NOW by: scooper Long-Term Sentiment: Buy Msg: 9008 of 9016
Posted as a reply to: Msg 9007 by Alaska60-60
01/28/00 11:09 am
Alaska, you asshole, you’ve been running the company down since the stock opened at 15. Now its almost 10 times that and you’re just pissed that you were wrong and missed a chance to make real money or worse maybe you’re short and you can’t get out. I bet that’s it; that’s why you spend all your time on the hackoff board bashing the stock. It’s because you’re caught in your own shorts; talk about jerking off.
Lizard lost his mind by: Alaska60-60
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01/28/00 11:12 am
Long-Term Sentiment: Strong Sell Msg: 9009 of 9016
now the lizard is giving a lecture on the history of porno. hes lost his fucking mind. hes not talking about jerkoff.com; hes just talking about the whole jerkoff business, the fucking history of porno.
New High? by: thewatcher02 (35/M/New Rochelle, NY) 01/28/00 11:18 am Msg: 9010 of 9016 HOFC’s at 147 1/2. New alltime high!!!!
Larrys Interview by: Jumbo10 (43/M/New York, NY) Long-Term Sentiment: Strong Buy Msg: 9011 of 9016
01/28/00 11:22 am
Larry didn’t do his job; no question about that. He is supposed to sell the company, not give bullshit lectures. Being at Davos may have gone to his head and that’s not a good thing. No CEO is going to look out for us, of course, its all about what’s in it for them but it’s better for us when they’re in it for the money than when they get carried away on an ego trip. We don’t have any shares in Lazard’s ego. But maybe he can make some good deals there at Davos. There are other e-commerce CEOs there and Bill Gates and Michael Dell and Jeff Bezos. Maybe hackoff can protect Amazon; that would be a great story for the stock. So I’m keeping hackoff at a strong buy for now even though Larry fucked up. Maybe he’ll get his ego under control and sell something he can announce.
Re: Larrys Interview by: PacPhil (22/M/New York, NY) Long-Term Sentiment: Buy Msg: 9012 of 9016
Posted as a reply to: Msg 9011 by jumbo10
01/28/00 11:24 am
Good points, Jumbo. You’re probably right.
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Was Larry on? by: CLess Msg: 9013 of 9016
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01/28/00 11:26 am
Was he on??? What’s the stock at?
Porno Rules by: TestTost (32/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 9014 of 9016
01/28/00 11:30 am
Larry was right about porno; it’s hot. He’s right to talk about porno; people like it and hackoff makes money from it protecting the websites.
Re: Larrys Interview by: ChorusLine (22/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 9015 of 9016
Posted as a reply to: Msg 9011 by Jumbo10
01/28/00 11:35 am
Larry’s on an ego trip. Larry’s at the World Economic Forum what will the street think?
Stock Down by: thewatcher02 (35/M/New Rochelle, NY) Msg: 9016 of 9016 HOFC at 142! Big volume! 01/28/00 11:40 am
### It’s Friday party night at Davos. The parties are put on by individual companies and countries; some require an invitation; some don’t. Some no one even hears about he or she is supposed to be there. The welcome kit is full of invitations and the Congress Hall as well as many of the hotels have room after room devoted to parties open to all WEF attendees. The protestors are still
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being held at bay just past the Sunset Reising although their numbers have been swelling ominously. Larry and Louise have been invited to several dinners. They decide to go to one sponsored by a major American accounting firm that gave them Palm Pilots as a welcome gift to Davos. The dinner is in the banquet room of one of the few luxury hotels in Davos. The banquet room and ancillary rooms are filled with borrowed masterpieces from several art galleries. Most of the pieces are classical, so the buffet line snakes through fawns, nymphs, and satyrs. Hercules — with a big club, a large dick, and his trademark lion skin draped over one shoulder — stands guard over one of the bars. Perseus — with poor Medusa’s head and an even larger dick — watches over the other. A number of partners from the sponsoring accounting firm are at the table with Larry and Louise. The subject is new rules which prohibit the auditors on an account from having any ownership interest, no matter how remote, in a firm they audit. “That does seem to make sense,” says Louise conversationally. “Well, yes, it does SEEM to makes sense,” replies one of the partners. “But the issue is more complex than it seems. We can’t actually figure out what the rules mean. There are some forms to fill out regarding our non-conflict of interest and we can’t figure them out either.” “What’s so complicated?” asks Larry. “You guys usually charge us an arm and a leg for figuring this stuff out. Either you own a piece of the company you’re auditing or you don’t, and the rules say you can’t, so you don’t and you fill out the form and say you don’t. What’s so complicated?” “Well, suppose that you own shares in a mutual fund and the mutual fund owns stock in a company you’re auditing. Is that against the rules?” “I don’t know,” says Larry. “Is it?” “We don’t know either. The rules seem to say you can’t do that.” “Okay, so you can’t. Still don’t see what’s so complicated,” says Larry. “Suppose you don’t know that mutual fund has stock in the company you’re auditing? Then what?” “So if you don’t know, then you don’t have any conflict so no problem,” says Larry. “But that’s not what the rules say, so there IS a problem,” complains the bedeviled audit partner. “The rules say you can’t directly or indirectly own shares in a company you’re auditing. And the forms ask if you own shares, not if you KNOW you own shares. So, if you own any mutual funds, how can you fill out the forms?” “So, you don’t own mutual funds,” says Larry helpfully. “I’m going to have to start charging you guys for advice.” Louise kicks him under the table. “Well, that’s not so simple either because your pension plan may own mutual funds and those mutual funds may own stocks in companies that you’re auditing. And it gets worse because a company you own stock in may
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own or buy part of a company you’re auditing and, whether you know that or not, you still might be in violation.” “But it wouldn’t make any sense if the regulations mean that you have to avoid a conflict you don’t KNOW you have,” says Louise. “And it wouldn’t be fair, either.” “I’m afraid we can’t rely on either logic or fairness in interpreting the rules,” adds the accountant condescendingly. “I’ve never known an accountant to rely on logic or fairness before,” says Larry, suddenly hostile. “It’s usually just your clients who get hurt when you can’t figure out the rules. Now it’s you guys.” This conversation is over. On the other side of the Lazards are the CEO of one Internet backbone company and the Chairman and founder of another. They don’t have spouses with them and are deep in conversation. They apparently know each other well. Louise takes this opportunity to start a new conversation. “Do you both live in Bermuda?” she asks. “Bermuda?” repeats the CEO, looking puzzled. “Bermuda?” echoes the Chairman of the rival company. “Yes,” says Louise. “I looked your companies up and they’re both based in Bermuda. Isn’t that right?” “Oh,” says the CEO smiling, “we’re both actually American companies but we have a great deal of international income, so it makes much more sense to be headquartered in Bermuda from a tax point-of-view.” “But,” asks Louise, “if your headquarters are there, don’t YOU have to be there?” “Just for one board meeting a year,” explains the chairman. “I always take the wife and the golf clubs.” “Yeah, hackoff.com is a Delaware company and we don’t go there either,” says Larry. “What business is ... er … what did you say the name of your company is?” It is not clear whether the chairman is too near-sighted to see the company name on Larry’s badge or just doesn’t want to stare. “Hackoff.com. We provide security service to websites. I’m sure a lot of the same companies that buy Internet access from you guys are customers of ours for security. We protect them from hackers defacing their sites or, worse, stealing credit card information.” “Oh, yeah, I’ve heard of you guys,” says the CEO. “Don’t you have huge market cap and almost no assets?” “Our assets are our intellectual property and the shares we own in many of our customers.” Larry is almost growling. “No harm meant,” says the CEO cheerfully. “I meant that as a compliment. I have heard of your business model including the pyramid … er ownership stake you have in your customers. It’s brilliant. Congratulations. Fighting off hackers isn’t easy, either. Glad someone is doing it before they ruin the Internet.” “Thanks,” says Larry, apparently mollified.
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There is a conversational lull. “I have another question,” says Louise. “Fire away,” asks the chairman, looking back up from Louise’s chest to her face. “What’s a ‘swap’? I read about them in the Wall Street Journal and I couldn’t help overhearing you gentleman talking about them earlier.” “That’s an easy one,” says the CEO, also looking up. “We swap capacity on each other’s networks. That gives us both a presence in a place where we might not have built out and lets us turn our building expense into income. We both have a lot of extra capacity because of the way we build so we can do a lot of swaps.” “Why does the way you build give you over-capacity?” asks Larry. “Why don’t you build just what you need for the near future?” “When you’re laying fiber, most of the expense is in the actual digging or laying of an undersea conduit. There is no significant extra expense in filling that conduit up with fiber, especially if we don’t light it. So that’s what we do. We are probably putting in from twenty to fifty times as much capacity as we need right now. But, with the Internet doubling every three months or whatever it is, that’ll all be a good investment. But, of course, Wall Street is very impatient…” “I’ve noticed,” says Larry. “So we need to get some income now from the extra capacity we’re putting in to feed the quarterly earnings and growth monster. Swaps help us do that.” “How?” “When we swap capacity, each of us is actually selling something to the other. We’re selling the right to use capacity forever or at least for twenty years, which is the same thing. So we’re entitled to book a sale at the time we make a deal. The cost of the construction, of course, is written off over twenty years, so there’s a healthy profit for both of us in the quarter the sale is made.” “Sounds good,” says Larry. “Is that legal? I mean…” “Our accountants have examined these deals thoroughly and blessed them,” says the chairman. “In fact, don’t you book a sale in the value of the equity you pick up when you sell a license on a non-cash basis?” “Good point,” says Larry. On the way out, Larry checks the closing price of hackoff stock. 155 ¼! A new all time high! It has traded as high as 157 during the day. “So that’s how it works,” says Larry to Louise as they walk back to their hotel. “I always heard of swaps but never really knew what they were.” “It takes a woman to ask a question,” says Louise. “Right,” says Larry. “The question about Bermuda was pretty dumb but the question about swaps was a good one.” “The question about Bermuda was just to start a new conversation quickly after you offended the accountants,” says Louise. They hug each other.
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The protestors have now taken to adding firecrackers to their snowballs. The soldiers are visibly more tense. They continuously reseat the Uzis on their shoulders and shuffle their feet; their gas mask noses shift back-and-forth. Again, the crowd is ordered to disperse but they shuffle towards the line of soldiers and increase the firecracker content of their snowballs. The water cannon fires. The suddenly cooled mob retreats as it did on other nights. But this time the soldiers pursue. The crowd is stumbling, turning, falling, shouting. Flashes go off as pictures are taken for the world press. The soldiers follow in an orderly and disciplined way. When they overtake a fallen protestor, the protestor is firmly cuffed and passed back to the police for processing. For the most part, only protestors who resist are treated roughly. Whenever a protestor is treated roughly, a camera flash is sure to follow. The conflict moves down the hill out of sight of Larry and Louise. The protestors will not be allowed back, not allowed anywhere in Davos for the rest of the conference. “Fucking idiots,” says Larry, once back in the hotel room after the rout of the anti-globalization forces. “That’s not a bad idea,” says Louise. “What, protesting?” asks Larry. “No, fucking,” says Louise. The narrow twin beds are a problem. Larry wrestles the night table which separates them onto the couch. The headboards are attached to the wall but the beds aren’t attached to the headboards so they can be moved together. As Larry and Louise, now in their underwear, meet in the center of the enlarged playing field, the beds slide apart and they end up on the floor. “Let’s try across the beds,” says Larry as he pushes them back together. This arrangement works through oral preliminaries. They are both naked now; Larry’s dick is not quite as large as Hercules’ but almost as hard as the statue and has an anticipatory drop at its tip. Louise has a very dark and furry bush which also has drops of moisture on it. Larry is on top of Louise now in a missionary position. He hooks his arms behind her knees and rolls her up so he can slide in even further. She responds — unwisely, as it turns out. The beds again separate and Louise’ butt sinks into the new crevasse and away from thrusting Larry. He pushes the beds further apart and follows her to the floor as they separate completely. Even banging his head on the side of one of the beds doesn’t stop him from reentering her. Nor is Louise, who normally doesn’t like dirty carpets, put off by their new location. Afterwards, they agree that this is some of the best sex that they’ve had in a long time (not that their sex isn’t usually pretty good). Affectionately, they try lying together in one of the beds, but, eventually are forced to separate to sleep. #
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On Saturday afternoon, Bill Clinton speaks. Tickets to the Great Hall are almost impossible to get, but there are a sufficient number of listening rooms furnished with headsets which translate to many languages and wide screen television views of the podium. Larry and Louise are in one of these. There is a delay. Apparently the American Secret Service has become alarmed and want everybody out of the hall so that they can go through and look for bombs. They have both dogs and electronic noses ready. But they can’t empty the room because of the crush of people trying to come in. There is a dissatisfied mutter about the arrogance of the Americans who are not satisfied with security arrangements, which were, after all, good enough for everyone else. The Secret Service compromises on just clearing the first five rows since these will be closest to the President. This is doable but means that the VIPs who have these rows will have to be shuffled out, so more offense is taken. To make matters worse, once the Secret Service and its hounds have finished, the relative plebeians flock into the seats meant for the patricians. It takes most of the staff and tact of the WEF to sort this out. Finally, it’s time for Herr Klaus to introduce the President. “You graduated from Yale University. You were a Rhoades Scholar who studied in London,” he says to the President. “You were Attorney General and then Governor of the State of Arkansas. In 1992 you were elected to be President of the United States of America; and, in 1996, you were re-elected. You have pursued a strong domestic agenda and you are well-known and well-liked in the capitals of the world. You have been a strong voice for negotiated settlements to the world’s problems. “President William Jefferson Clinton, it gives me great pleasure to introduce you here at World Economic Forum 2000 in Davos, Switzerland. The delegates look forward to your remarks.” Clinton beams. He likes the audience and the audience likes him. He jokes about the security and he is forgiven for it. He speaks nonspecifically but sincerely about a “shared vision”. The audience shares this nonspecific vision. When this likeable man speaks, it does seem that differences will disappear, that prosperity will overcome despair, that the darkest, coldest corners of the world will be lit and warm — that, indeed, the spirit of Davos, the vision of Davos, the inclusiveness and well-meaningness of Davos, can and will become the spirit of a happier world. “He was good,” says Louise afterwards. “He didn’t say a fucking thing,” says Larry. “He doesn’t have to,” says Louise. Saturday night is the big night at Davos; on this night a tux or equivalent national dress is suggested. The main hall at the Congress Center has been transformed into a huge nightclub with small tables in front of a large stage. Counters of food line the edges of the room with ample small bars between them. Larry and Louise have come early and take a table near the stage.
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Simon Peres, his wife, and another couple take the table in front of them. Peres nods to Larry and Louise but it is not clear whether he recognizes Larry from the meeting or is just friendly. There is much table-hopping. The Peres table is visited first by the new King of Jordan and his wife. The women are on cheek-kissing terms. The men shake hands warmly. The Jordanian royalty chats with the Israelis for ten minutes or so before moving on. Various delegates in national garbs stop by to pay their respects to the Pereses; a good percentage of them are in Arab robes. Peace seems possible at Davos. The premier act of the night’s entertainment is a group of 200 gypsies playing violins. They fill the huge hall with rich sounds alternating between joy and sorrow. The country-less violinists are a hit with the delegates, all of whom have countries of their own at the moment. After the nightclub dinner and show, there are national parties to discover throughout the Congress Center. Sometime during the entertainment, Larry’s new friend Chaim Roslov has joined them at their table with his wife Devorah. Larry and Louise and Chaim and Devorah go first to Mauritius for a party. It is in and around a huge pool, perhaps used as a swimming pool at other times, in a building which connects through a huge walkable (and warm) hose to the Congress Center. The awesome Mauritian band is on a platform in the middle of the pool as isolated as Mauritius itself is in the middle of the Indian Ocean. It’s not clear how they got there or how they’ll get back. They can’t and don’t take breaks. At one end of the pool is food, which is presumably Mauritian. There are large variety of vegetarian dishes ranging from mild to extremely spicy; these are the contributions of the island nations’ mainly Hindu population. There are also a variety of the spicy pork and goat dishes favored by the minority Creole population. Most confections have a coconut base. At the other end of the pool is a dais where some Mauritians give speeches. They are very glad to have the delegates visit their party and hope that they soon will visit Mauritius. They will find it is a country that realizes its future is within and not isolated from the world economy. To that end, the Prime Minister has begun a program of legal reform to create the required transparency and to assure that contracts are respected. Protectionism is as dead in Mauritius as the dodo which once thrived there. It would be helpful if the developed world would remove punitive tariffs on the agricultural and manufactured products of Mauritius and would stop unfair subsidies to domestic sugar growers. That is, the world should notice, all that Mauritius is asking in addition to some reasonable forbearance of debt contracted by previous profligate regimes. Mauritius is not asking for foreign aid. The new loans it seeks are economically sound and can be amply repaid. Even the old loans can be repaid if only those unfortunate and unproductive tariff barriers were just to be removed. The Mauritians are good hosts who speak briefly and smile often. The band plays very danceable Reggae, and the delegates and their spouses dance standard American dances on platforms erected on the sides of the pool.
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Magdala is there with her “significant other”, a tall thin Swiss of about thirty with a German accent. He is a consultant and dances well. Chaim and Larry each dance a couple of times with Magdala and each other’s wives while Magdala’s significant other makes sure no trailing spouse is left a wall flower. Chaim has a brief conversation with Magdala and the significant other in German. Next to the food tables there is a bar. A very potent punch, which may or may not be indigenous to Mauritius, is served there, as well as a standard selection of bar wines, beers, and hard liquors. It is not clear what the scion of an Argentinean steel company was drinking before he fell off the dance floor and into the pool. No matter; he is quickly and efficiently hauled out by a combination of wait staff and quickly-appearing security forces. The dancers stop to cheer as he is helped wetly away. The puddles behind him are immediately mopped. Chaim exchanges a few words of Hindi with some of the hosts. The US party features blues from Chicago sung by a very sexy black woman who is an expatriate Chicagoan, but usually to be heard in Europe and sometimes Japan. The room is dark, partly illuminated in ultraviolet, and with creative neon outlines of jazz instruments on the walls. Either there is no speaker at the US party or the Lazards and their new friends the Roslovs arrived too late to hear them. These blues are not meant to be danced to, although some people try. Chaim and the singer speak Italian for a few minutes. The Russian party is renowned for its vodka and caviar — especially the caviar. The Lazards and Roslovs first heard rumors of the Russian caviar while still in Mauritius. In Chicago, between blues numbers, they speak to people who have actually been there and seen and eaten the mountains of tiny eggs. But no one can describe exactly how to get to the Russian party. Undeterred, the Lazards and Roslovs set out to find the land of vodka and caviar. In one of the many sublevels of the Congress Center, they follow music hopefully into a loud room. Wrong country: it’s France. But it would be rude to tear yourself out of the grip of the buxom French farm women with plunging décolletage who pull you into the room. The food here is mainly elaborately constructed pastry. Champagne bubbles from a replica of the fountains of Versailles. A chamber trio plays baroque music in a corner. Now, unfortunately, there will be a short speech. It is in French, which Larry understands not at all, and Louise only a little. However, Chaim translates concurrently: France is very much in favor of economic globalization. After all, the French invented international trade. However, there is a danger in globalization. This danger is cultural. One country in particular has imposed its culture on much of the world to the detriment of other cultures everywhere. “Yeah, we make everyone wear fucking jeans…” says Larry a little too loudly. He is hushed by Louise and some of the people around them. The speech goes on to regret that the benefits of the Internet — an outgrowth, one might say, of minitel, which was invented, of course, in France — these benefits are denied to much of the world because so much of the
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Internet is in English. In fact, the Internet, which ought to be international is fast becoming a mechanism for dangerous cultural imperialism. It is to be hoped that the delegates gathered here in Davos can work together to stem these unhealthy excesses of globalization and restore balance to international culture and… “Anyone know where the Russian party is?” asks Larry rather loudly and very rudely of his neighbors. They either don’t know, don’t speak English, or don’t care to answer. Chaim engages one of the security guards in a conversation in an unidentified language. He swears he has obtained the true location of Russia. To get there one must go up one staircase and down another; one must also go east in one hallway and west in another. There are various detours north and south and a final half story descent into a hallway at the end of which is, sure enough, the fabled land of vodka and caviar. The mountains of caviar have suffered the ravages of time and appetite. You can deduce their former scale by the diameter of the plates the crumbled hills and scraps still sit on. Cracker crumbs have been ground into the floor and pasted down by squashed eggs. There are no longer crackers on tables with caviar nor is there caviar on tables with crackers. Condiments, in general, are available only on tables with neither crackers nor caviar. The persistent can still find more or less clean plates, load them with crackers from here, add caviar from there and find condiments somewhere else. This is what Larry and Louise and Chaim and Devorah do. Here, as in France, breasts push up from low-cut peasant blouses. The Volga boatwomen are better-endowed and certainly more friendly than their French counterparts. Ignoring the women and the caviar, but drinking vodka freely and usually neat, there are multi-national clusters of over-dressed men. “What do you think they’re talking about? Basketball?” asks Larry looking at an almost seven-foot Cossack in a black suit talking to an over seven-foot Chinese in a yellow suit. “I don’t understand Russian.” “Actually,” answers Chaim, “they are speaking Mandarin and they are discussing oil in large quantities which does not pay taxes.” “Really?” asks Louise. “Are people allowed to do business at the World Economic Forum? I haven’t seen or heard anyone else doing that.” “Russians make their own rules,” says Chaim. “They are new to Davos as capitalists and they are enjoying themselves. But they still can bang their shoes on the table if they want to. Over there, for example, there is a Chechen discussing ‘precious weapons’ with a Kuwaiti.” He is looking at a very small man in electric blue talking to an equally small man in Arab robes. “Shouldn’t we tell someone?” asks Louise. “I mean that can’t be good, especially if precious means what I think it means.” “Actually, I believe that the Kuwaiti works either for the CIA or Mossad so he is on the way to finding this source.” “How could you possibly know that?” asks Larry. “If the Chechen doesn’t know who he’s talking to, how would you know?” “I have sources, my friend,” says Chaim. “Didn’t I find Russia for us?”
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By 3:00 AM the countries are a blur. Most of the food is gone, although there is apparently no end to the liquor or the music. Larry and Louise head unsteadily down the hill to Sunset Reising. It is bitter cold and a wind is blowing seriously. A few lights on the mountain sides illuminate huge swirls of blowing snow across and around the avalanche fences. The water cannon and its accompanying troops are gone. There is no sign of protestors. Globalization is apparently safe for the time being, at least in Davos. No formal sessions are scheduled for Sunday. The delegates are encouraged to take advantage of the excellent downhill and cross-country skiing. Larry and Louise wake late and hung-over. One look at the still blowing snow outside the window convinces them to pull down the shades and go back to sleep, despite being in one of the world’s premier ski resorts. Sunday evening Larry has his meeting with the Palestinian, Mahmud Assan. They meet in the small bar in the lobby of the Sunset Reising. Mahmud is in Western clothes — a well-tailored brown jacket and an open shirt. His slacks are pressed and his black shoes shined to a high gloss. “I’m pleased — very pleased — to meet you, Mr. Lazard,” he says. “Please, call me Larry.” “You should likewise call me Mahmud.” They discuss the sessions they’ve been to. Larry describes the pleasure of hearing from the world’s foremost expert in mushrooms — a man who discovered and cataloged over 100 species himself — about a strange phenomenon. Species seem to have evolved in pairs, one of each pair is poisonous and the other isn’t. It is not clear whether the poison varieties mimic the harmless ones as they evolve or vice versa or whether there is yet another explanation for this pairing. Mahmud was interested especially in efforts which are being made to eliminate patent barriers to the manufacture of needed drugs in the third world. Brazil has been especially successful in this regard, particularly with the antiviral drugs necessary to fight AIDS. The problem is that these drugs do have a way of finding their way back to first world markets much to the discomfort of the major drug manufacturers. “I understand you are prepared to invest in Palestine,” says Mahmud. “I understand that there is an opportunity for my friend Chaim and I to invest in Jenin and help create jobs there,” says Larry. “There is no opportunity for Israeli investment in Jenin,” says Mahmud flatly. “But I thought…” “Mr. Larry Lazard — Larry — you must understand that my people want no investment from the Israelis who have stolen their homes and treated them without respect or mercy. This cannot be. The Zionists and the Palestinians are enemies and that will not change, not so long as Israel occupies our land.” “My meeting with you was set up by Israelis. It wouldn’t have happened otherwise. I never heard of the initiative to create jobs in the Palestinian
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territories until I went to a meeting with Israelis. They are the ones who want to help. They recruited me.” “We do not want the help of the Jews. We…” “I’m a Jew,” says Larry. He has rarely said that. “That is why you must deal through me if you want to help,” says Mahmud. “That’s outrageous,” says Larry. “I’m here to help and you’re insulting me and my friends.” “If you don’t mind my saying so, Larry Lazard, you are naïve in these matters. I know you have been a great success in your own country and I know that you have the highest of motives. The Palestinian Authority cannot accept help from Jews. I want you to be able to help my people and I can make that possible despite the centuries of hatred and injustice which stand in our way.” “Meaning what?” asks Larry. “You can help but you must help through me.” “Very kind of you.” Larry is visibly angry. “You mean the Palestinian people can have jobs but they can’t know who hired them. They can have jobs that my Israeli friends and I create but they have to be able to go on hating us; they can’t ever find out that we’ve helped them? Even if I wanted to — and I don’t — how could I outsource programming to people that we can’t talk to and who don’t know we exist?” “That’s my role,” says Mahmud. “I will represent you to them and I will represent them to you. They will know, of course, that the programming will be used in the United States of America but they will not know the association with Zionists. They will not know of you and certainly not know of your friend Chaim. If they knew, they would not accept the work.” “That’s outrageous,” Larry repeats. “I’m not going to hide so I can help.” “I think,” says Mahmud calmly, “that your friends who put you in touch with me will be disappointed to hear that you only want to help in order to get credit for helping, and will not help if you cannot have the credit. That…” “That is not the point,” says Larry. “The point is not that I get credit. The point is that the people know that they got help from people they’ve spent their whole life hating. This is the way to break the cycle of hatred and violence.” “I’m afraid you do not understand how deeply this hatred runs. The people will not believe that those who have treated them so badly are now treating them well. They cannot accept gifts from their oppressors. They will not accept gifts from their oppressors.” “Then what is the point?” asks Larry. “The point is,” Mahmud explains, “that these people have no hope because they have no jobs. If your help — your anonymous help, help given through me and the Palestinian Authority — if this help gives them jobs, then they will have a reason to hope. Then they will have a reason to avoid the violence which is born of despair. Then, if the Israelis stop their violence, then maybe there can be peace, God willing. I don’t know what your friends told you, but I know they know these truths. That is why your friend Chaim has not come with you to see me. I do not believe they want ‘credit’; they know this is
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impossible. I believe they want to create jobs so that young unemployed men do not continue to become martyrs against those who have stolen our land.” “Suppose I were willing to do this. Suppose I am willing to create these jobs without ever having the people who benefit know who helped them, how would that work?” “Well, Larry Lazard, that is my role. I will put you in touch with a company in the United States for which my brother works. You will deal mainly with him and, through me and the Palestinian Authority, the jobs will be created and the work will be done. Your mission will be, as you Americans say, ‘accomplished’.” “I don’t like this but I will think about it,” says Larry. “On practical terms, I’m not at all sure the programming can be done correctly if there is not direct communication between the development people at hackoff and the programmers. Moreover, I don’t like leaving the programmers taking Jewish money and hating Jews.” “Is it not better than to have them killing Jews?” “They kill themselves, too.” “They are happy to die. They know that Allah will reward them in the afterlife. But the question is do you want to help? Do you want to create these jobs? Do you want to help end the killing? And, of course, you will get this work done more cheaply than you would anywhere else. More cheaply than in India, certainly more cheaply than in the United States.” “I’ll think about it,” says Larry already thinking. “Perhaps we will find a way to do it.” “There will be certain expenses in advance,” says Mahmud. “What?” “The jobs cannot be established until certain people have been satisfied that this is a good idea. There will be expenses associated with that.” “What do you mean?” asks Larry naively. “Are you talking about lobbying? Public relations? What is this?” “You might call it lobbying,” says Mahmud. “In the United States I believe you give ‘campaign contributions’. Here there are also people who must be satisfied before things are able to happen. I will have to distribute ‘campaign contributions’ in order to have the support we need for this very risky business. I must have the money for these ‘campaign contributions’ in advance.” “You’re asking me for a fucking bribe,” says Larry, his eyes first wide in disbelief than narrowing in anger. “You’re telling me I have to pay bribes to you and your fucking friends so I can have the privilege of creating jobs that you take credit for so that they can go on hating me and all other Jews. Fuck you. Get out of here.” Larry is on his feet. “It is how things are done,” says Mahmud. “And you are being insulting. That will not get things done. That is not good.” “Which part of ‘get out of here’ didn’t you understand? Is there a way to say ‘fuck you’ in Arabic? Do you understand that?” The manager of the Sunset Reising hears the rising volume and anger and moves slowly from behind the desk in the back room to where Larry and
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Mahmud are. However, he first pushes the security button under the desk; he has been told that it connects directly to the army security forces and that they will arrive within minutes. “Mein Herren…” says the manager. “Gentlemen, is there a problem?” “No problem,” says Mahmud. “No problem,” says Larry. “There is keine problem,” explains the manager to the troops with Uzis who suddenly fill the lobby. “I made a mistake. Danken Sie; danken Sie, bitte. No problem.” “You have made a mistake,” says Mahmud to Larry as he leaves. # “You have made a mistake,” says Chaim to Larry. It is the last afternoon of Davos 2000. The Rostovs and Lazards have ridden a funicular railway from the street to a restaurant hanging from the side of the hill and are now at a table on a snowy field. The wind has stopped; the sun is warm. The new snow is eye-hurting bright. There are bottles of fine wine on tables and in snow banks. Food is available from many countries, but Swiss food predominates. In case the delegates might still be chilled, they have thoughtfully been given small metallic flasks full of brandy. The flasks say, of course:
World Economic Forum Committed to Improving The State of the World
“He is a Palestinian, of course,” says Chaim. “The Palestinian Authority is perhaps the most corrupt organization on Earth. It has fattened on money from European liberals and bribes from every administration in the US. So it is not surprising that bribes must be paid.” “And all this bullshit about not letting the people know that the idea to help them came from Israel or that you and I are doing it? That’s alright, too?” asks Larry. “I did not say it is right, but it is how things are,” says Chaim. “What about Peres and King Abdu’llah sitting down together? Why can they do that?” asks Larry. “What about all this incurable hatred? “One: that was in private. It was at Davos and this is acknowledged neutral ground. Two: the Jordanians and the Israelis are friends. The Hashemite kings have no more use for the Palestinians than we do. In fact, Yasser Arafat was thrown out of Jordan even before we drove him from Lebanon. The Jordanians were in danger from their Palestinian population with its high birth rate and Fayadin attacks on Israel. Jordan was glad to lose the West Bank and all the Palestinians in it to Israel in the Yom Kippur War.”
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“Thanks for this history lesson,” says Larry, “but it still sucks and I’m not gonna do it.” “‘Peace is hard work’. Simon Peres said that in his closing speech,” says Louise. “Your father hated Peres,” says Larry to Louise. “Thought he was a ‘pinko commie peacenik’ or whatever the Israeli equivalent is. Maybe Likud is right. Perhaps there is no way but force. These don’t seem to me like people you can do business with.” “My father hated you,” says Louise to Larry. “Different reason,” says Larry, grinning, “maybe he was right about Peres.” “There may be another chance,” says Chaim. “Your President Bill Clinton will try very hard to bring Barak and Arafat together. It is to be his legacy and the US can lean very hard. Perhaps this will work. And perhaps you should think again about helping, although I do not blame you if you do not.” “I will think again because you ask me to. And because it is so fucking beautiful up here at the top of the world.” Larry hugs Chaim and Louise to him. “I am glad you are thinking, Larry Lazard,” says Mahmud, who materializes beside Larry on the line to go down the funicular. He is gone before Larry can reply. As they board the car, the sun has ducked behind the peak of an alp and it is suddenly dark and chill. “Don’t forget the camel, Larry,” says Louise. Hackoff closes the day at 155 1/2 after trading as high as 159 1/8.
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NASDAQ 6/30/99 - 2/2/00
HOFC Daily Trading 6/30/99 - 2/2/00
Chapter 7: The Secondary, February 3 – March 28, 2000
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7/ 1/ 1 7/ 999 8/ 7/ 199 15 9 / 7/ 199 22 9 / 7/ 199 29 9 /1 8/ 999 5/ 8/ 199 12 9 / 8/ 199 19 9 / 8/ 199 26 9 /1 9/ 999 2/ 1 9/ 999 9/ 19 9/ 16 99 / 9/ 199 23 9 /1 9/ 99 30 9 / 10 199 /7 9 10 /19 /1 99 4 10 /19 /2 99 1/ 10 19 /2 99 8/ 11 199 /4 9 11 /19 /1 99 1 11 /19 /1 99 8/ 11 19 /2 99 5/ 12 199 /2 9 / 12 199 /9 9 12 /19 /1 99 6 12 /19 /2 99 3 12 /19 /3 99 0/ 1 1/ 999 6/ 1/ 200 13 0 / 1/ 200 20 0 /2 1/ 00 27 0 /2 00 0
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“Now I feel rich,” says Louise Lazard. She and Larry are on the Concorde at fifty thousand feet, streaking east to New York from London on their way back from Davos. They have to take the expensive Concorde because Larry has to negotiate this evening in New York and the logistics of leaving Davos by train didn’t get them to a major European airport in time to make any other connection. “You should,” says Larry. “On paper, we’re worth over a billion dollars. What’s better, it actually looks like we’re going to get a down payment on that.” Hackoff is planning to do a secondary offering at which the company will sell more stock. The offering is called a “secondary” because it is after the IPO which is, of course, the initial stock offering. In the IPO the company was the only seller of stock and the company got all of the proceeds (minus the seven percent that went to Barcourt). In the secondary, the plan is for the company to sell one-and-a-half million new shares and for the founders, venture investors, and top management of hackoff to sell an additional 1.5 million shares for their own accounts. With the stock over 150 dollars per share, 1.5 million shares are worth 225 million dollars. If the secondary were to be done at this price, the company would raise an additional 225 million and the founders, investors and officers would split another 225 million. The negotiation Larry has to take part in this evening is to determine exactly how much of the 1.5 million non-company shares each of the investors, founders, and officers will get to sell. Together, they own many times this number of shares so it may be a tough negotiation depending on how much each of them really want to sell. Naturally, everyone has been very cagey about his or her aspirations. “Of course,” says Larry to Louise, “we can’t count on the stock staying at this price through the secondary. Barcourt says that the price of a stock usually goes down when a secondary is announced and it doesn’t always recover until after the secondary is done. Naturally, I don’t ever believe anything those self-serving sons-of-bitches say, so I checked some companies that have done secondaries and it looks like they’re right this time. So we shouldn’t count at selling at 150 or 160 dollars. Be nice though…” “Why do stocks go down when a secondary is announced?” asks Louise. “I guess a simple answer is that there is about to be more stock available to the market. Of course, the secondary gives us the chance to go out to all the mutual funds and do the pitch again, which we hope will create more demand. What Barcourt says is that the funds know they’re going to be able to get more shares in the secondary, so they slow down or stop buying in the open market and the price comes down some. Maybe true or maybe just something the bankers and the funds somehow arrange — self-fulfilling prophecy — so that the funds get a chance to get more cheap stock. It’s not like the IPO, though. Since we’re already public, the stock that the funds get is priced at just about where the stock closes on the day we close the secondary.”
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“Yeah, you told me that,” says Louise. “But there’s part of it I still don’t get. Why don’t they just buy in the open market? Why should they order at all in the secondary if the price is the same as the market?” “You’re really getting into this stuff,” says Larry, smiling. “Must be that being filthy rich gets your attention. Good question. I had to ask, too. Two answers I got: one, if they tried to buy a big quantity in the open market it would drive the price up, so they can’t really buy big at market price; the secondary lets them do that. Two, the sellers pay a commission in a secondary, but the buyers don’t, so they save on commissions. That’s pennies, but they do big volumes so it means something. I think the first reason is the real one. There may be one more reason the bankers didn’t mention: in the companies I looked at, the stocks did go down from the announcement of the secondary to the time it closed. Then it went back up — for three out of four of them — higher than it had ever been. So this is another chance for a fund to pick up a fast profit — even if it’s not as fast as an IPO.” “But why don’t they just buy IPOs?” asks Louise. “They make a lot more money on them. Why bother with secondaries at all?” “A few people have told me that there aren’t many good companies coming public any more,” says Larry. “There’s getting to be a lot of crap out there. I think the seventeenth online pet food company just announced its IPO. Online grocers are doing IPOs and no one has figured out how they can ever make a profit. The good companies like hackoff are already public. So I think they’d like to balance the new IPOs with some investment in seasoned companies like us that are already public. I don’t think you and I will want to put most of the money we get in the secondary into IPO stocks. But the bankers are all over me to do that.” “To do what, Lar?” “To buy a lot of IPO stocks with our new money,” says Larry. “Not that they don’t have lots of other ideas for how to manage our money for us. And complicated ways that we can really sell more than we’re selling but not look like we’re selling and, somehow, not violate the agreement we’ll sign with Barcourt that locks us up for a while from selling more.” “Speaking of people who want to manage our money,” says Louise, “I got another call from my aunt at Merrill Lynch. She says she’s in their Wealth Management division and they can do a great job for us. She says we’re ‘high net worth individuals’ and that they specialize in managing the assets of highnet individuals who have had recent ‘liquidity events’ — I think that means ‘got a lot of money’.” “She can get in line with all the rest of the bankers who are calling us,” says Larry. “Must be what it’s like to win the lottery. The phone at the office is one banker after another.” “I can always tell one of their calls when I get them at home,” says Louise. “They ask for ‘Larry’. When I ask them ‘Larry who?’ they get flustered and mispronounce Lazard. Some of them, though, some of them say ‘Is this Louise?’ They must buy the first names somewhere.” “That’s when I hang up,” says Larry.
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“So, when I say I’m Louise or I’m your wife, they say ‘how is the weather in Atlantic Highlands?’ They all say that. Must be some book they read or something. Maybe there’s a law they have to say that. Anyway, we do have to listen to Aunt Hattie some time.” Short interruption while Louise orders another drink from the ancient stewardess. Larry declines. He doesn’t drink before negotiating. “So why should we listen to Aunt Hattie more than any of the other bankers who want to get their hands on our money?” asks Larry. “Second to your father, she was the foremost hater of my guts when I was in jail. Didn’t she want to get you exorcised or something?” “Simple. She’ll tell my mother if we don’t. We don’t have to give her any money to manage; just listen to her.” “She’s gonna be even more pissed off when we don’t give her any, I think,” says Larry. “We do her a favor if we don’t waste her time and listen because we already know she’s an idiot. But whatever you want; I always listen to rich ladies like you. As long as you really don’t give her any money to manage. And as long as I don’t have to talk to her before the secondary is done. I don’t know why, but that reminds me, did you get tickets for the Knicks next week?” “I called Guido,” says Louise. “He says the game with Miami is really hard to get anything for. Everybody thinks Ewing is going to kill one of their players from the fight they had last season and everybody likes to come to the Garden to boo Pat Riley. He’s holding a couple of seats for us. Two- -fifty each and all the way in the back of the club section.” “Shit,” says Larry, “I don’t want to sit that far back. He couldn’t get us anything behind the bench, even if we pay more? Those seats we had right behind the bench beginning of the season were great. You didn’t go cheap on us, did you?” “That’s all he said he had,” says Louise. “He didn’t say he had anything better at any price. I didn’t ask him though.” Larry starts to giggle. “Larry, you’re giggling,” says Louise. “You don’t giggle. You’re not even drinking. Is something wrong?” “No,” Larry just manages to choke out, “I … I just . I…” He can’t control his laughter enough to talk. He manages to blurt out: “We-could-buy-‘em!” “I don’t get it,” says Louise laughing from contagion and also pounding Larry on as much of his back as she can reach in the small Concorde seats. “Larry, buy what? Are you okay?” “Buy ... buy … WecouldbuytheKnicks,” he says in one fast breath and finally gets his laughter under control. “What?” “If we can’t get the tickets we want, we’ll just buy the Knicks. I think I read somewhere that the company that owns them would sell or just did sell or something for a little over 200 million. We can afford that. We’ll just buy them and we won’t have to worry about getting seats anymore.”
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“Now I really feel rich,” says Louise. “Not sure I want to own Alan Houston, though.” “You’re right,” says Larry. “Good thing you’re a knowledgeable fan AND a careful shopper. His contract is too rich for someone who won’t dribble. Guess we won’t buy them. Won’t really have the cash anyway. We’re not gonna get that much out in the secondary. Maybe they’d take stock though…” “Stock’s too valuable to give them,” says Louise, drowsily. She falls asleep with a slight snore and a smile. After a few minutes, Larry takes his computer out of the seatback pocket and starts to work a spreadsheet to use in the negotiation. He works until the descent towards New York begins. There are two limos at Kennedy for the Lazards: one to take Louise and the bags back to Atlantic Highlands, the other to take Larry into the city for his negotiations. “Good luck,” she says. “Don’t buy any sports teams without talking to me.” “Right,” he says. “I love you.” He sounds distracted. “You’re already negotiating,” she says fondly. “I love you too.” # The doorman at the Harvard Club has been instructed to send Mr. Lazard to the main dining room where he is further directed to the table at which Joe Windaw of Windaw & Wallar and Joanne Ankers of Big Router are sitting. They are half way through their first cocktail. Larry orders a Coke and they settle in with small talk to wait for Franklin Adams of ad-Ventures who has called Joe to say he will be a few minutes late. “How was Davos?” asks Joe. “Overwhelming,” says Larry. “Never seen anything like it. Simon Peres, Yasser Arafat - people like that just sort of wandering around.” “Didn’t Clinton speak there?” asks Joanne. “Yeah, he did, but he wasn’t wandering around like the other guys. Spoke, but didn’t say anything, as far as I could hear. I guess if you can smoke pot without inhaling you can speak without saying anything. Joanne, you look offended, you’re not a Clinton supporter, are you?” “As a matter of fact, yes,” says Joanne. “He’s smart, which is more than you can say about most politicians, and I think he understands the needs of the Valley.” She means Silicon Valley in California, of course. “I worked for him in the last campaign and helped manage a PAC for him at Big Router. I don’t know whether people hate him because he’s smart or because his wife is smart.” “He wasn’t so smart about Monica Lewinsky. Made Hillary look pretty dumb, too.” “See,” says Joanne, “people can’t discuss him rationally. What’s all that have to do with what kind of President he’s been?”
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“Hey,” says Larry, “I didn’t mean to be offensive. By the way, saw a great t-shirt. It said ‘Viagra — a medicine to make blood leave a man’s head and go to his brain’ the quote is signed Hillary Clinton.” Joanne’s smile looks forced. “Fortunately,” interjects Joe, “here’s Franklin. He won’t want to talk politics.” Franklin joins them. “Sorry to be late,” he apologizes. “One of our portfolio companies is having a little bit of a liquidity problem and I’m trying to help them think it through. Bunch of bright twenty-somethings, but I don’t think they’ve ever thought about the need for cash to pay the bills before. Mom and Dad probably paid for college.” “What single malts do you have?” he asks the waiter. When Franklin gets his glass, they toast the secondary. “Okay,” says Larry. “I’ve got all of your requests for the secondary, and I really don’t think there’s going to be much of a problem getting you close to what you want. There need to be more shares for management than you’ve left room for, but I think a little adjustment…” “We have a change,” says Joanne. “What’s to change?” asks Larry. “You told me Big Router doesn’t sell shares in secondaries as a matter of policy. Do you want to buy some more?” “No,” says Joanne. “That’s what changed. We do want to sell the same percentage of our holdings as the other VCs.” “Why the policy change?” asks Larry. “This is gonna put a monkey wrench in things.” “I’m not sure there is an overall policy change,” says Joanne. “And we don’t think it is putting a monkey wrench in things if we just ask to be treated like the other VCs.” “You mean your policy is still not to sell but you want to sell hackoff? What the hell’s all that about?” asks Larry. “And what IS putting a goddamn monkey wrench in things is you telling me one thing and then changing it at the last minute…” “Calm down, Larry,” says Joe. “Are you afraid I’m going to offend everyone in your goddamn club?” says Larry. “This is a big fu… BFD. We’re a day before announcing our secondary. We have everything just about set. And she—” Larry is partly out of his seat. “Calm down,” says Joe. This time it sounds like an order. Larry waits. Joe says nothing more but keeps looking at Larry. Larry sits back down and looks away from Joe. For at least thirty seconds, no one breaks the silence. “So Big Router is having a bad quarter,” says Franklin. “What? Are you asking me?” asks Joanne who has not been looking directly at anyone. “We haven’t said anything about the quarter. Who says it’s weak?” “Not asking,” says Franklin. “I know you can’t say anything. But I heard from a couple of places that the order book is weak and that some of the flakier dotcoms haven’t been paying their bills, so it makes sense that you’d be trying
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to show some portfolio profits. You have a nice gain in hackoff and it makes sense that you’d want to get some of it into this quarter.” “Are you selling other portfolio companies?” asks Larry. “I can’t comment on any of that,” says Joanne. “Okay,” says Joe. “Why don’t we get down to the numbers? Larry, you said you had an allocation in mind — obviously it’ll have to change with this new development — but why don’t we start there? What do you have?” “This blows it all up,” says Larry. “Okay, just let me get my computer booted.” He takes his Dell laptop from his attaché case, pushes his table setting out of the way, and starts to open it on the table. “I’m afraid you can’t do that,” says Joe. “Do what? You haven’t even seen the numbers,” says Larry. “I’m afraid you can’t open a PC on the table here. It’s a house rule. No working papers at dinner and certainly no computers on the table.” “Jesus Christ,” says Larry. “Is that because everyone at this club has a daddy who’s so goddamn rich they don’t ever have to do business? Or is that what they want to pretend? Let’s get out of here and go to a real restaurant then. We’ve got work to do.” “I think that’ll take more time than it’ll save,” says Joe calmly. “If we can’t finish over dinner, I can get us a private room after where we can work. Look, Larry, I know you’re upset. But I can’t believe you need a computer to remember a few numbers. Maybe I would, but you don’t, not even if your day is six hours longer than anyone else’s. Where did you get up this morning, anyway?” “Davos,” says Larry. “Yeah, I remember the numbers, but it isn’t going to be easy for everyone to follow without seeing them. You okay with doing this blind, Franklin?” “I’m fine,” says Franklin. “Go ahead.” “I’m fine with this also,” says Joanne. Larry takes a deep breath. “As you know, we’re planning to sell three million shares in the secondary. Barcourt says its okay if fifty percent of those come from selling stockholders, so that leaves us with 1.5 million shares to divide up between us. That’s the easy part.” “I’ve got it,” says Joanne. “I hope so,” says Larry, “because now it gets hard. Franklin, you said ad-Ventures wants to sell twelve percent of its stake so long as no one else is selling a bigger piece. Joe, you said you guys want to sell 650 thousand which is thirteen percent. Of course, we were counting on Big Router holding…” “But that’s changed,” says Joanne. “I understand that. But Joe asked that I go over what I originally was proposing before you changed your mind, so that’s what I’m doing.” Joanne starts to say something, but stops on a signal from Joe which only she can see. “Okay?” asks Larry. When no one answers, he continues: “So if Windaw & Wallar gets to sell thirteen percent, then ad-Ventures would need to sell
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thirteen percent which is another 585 thousand making one million 235 thousand. Clearly that doesn’t leave enough for—” “Can you repeat those numbers?” asks Joanne. “Jesus Christ,” says Larry. “You said you were okay with doing this blind. These numbers don’t matter anyway, because they’re not going to work.” Frankin says: “Larry said that if ad-Ventures and Windaw & Wallar sell thirteen percent of their holdings, that adds up to one million 235 thousand shares which leaves only 265 thousand for the management team, which he is about to tell us is too little.” “Right,” says Larry. “That just isn’t gonna—” “And I agree,” says Franklin. “Larry and his team deserve more than that. And what about the other VCs that came in for small amounts with us? Larry, what were you assuming for them?” “Nothing ... I mean I assumed zero. You didn’t say anything about them and I assumed that they wanted to hold.” “No,” says Franklin. “I’m sorry about that, but they will expect to get — they have to get — the same percentage that we get.” “Great,” says Larry, “so we have an even worse problem. Anyway, just to finish what I started with, I was going to propose that you two both sell ten percent of what you’ve got. That’s just a little less than Franklin asked for. You’re in at an average price around a buck a share so, if you sell ten percent at 150 bucks that’s what, a 1500 percent return on your initial investment, plus you’ve still got ninety percent of your stock.” He pauses, but no one says anything. “Then,” he continues, “I was proposing that Aaron Smyth and Frank Folger each get to sell sixy-five thousand shares and Donna sells 100 thousand.” “What about Dom and what about you?” asks Franklin. “We’re up to one million 180 thousand so far, I think.” “Right,” says Larry. “I’m glad you’re following. Dom doesn’t want to sell any shares.” “Why not?” asks Joe. “He should take some money off the table. He earned it.” “Doesn’t want to,” says Larry. “Remember, he comes from Microsoft. That’s all he can talk about, for Christ’s sake. Anyone there who ever sold off any shares was sorry because almost every six months it doubles. He’s right about that. He says he doesn’t want to sell. He doesn’t need the money and he doesn’t want to sell. Anyway, that leaves Louise and me selling just five percent of what we have, half the percentage you guys are selling.” “Okay,” says Franklin. “I understand that. Not sure I would have agreed to be cut back to ten percent but, like Larry says, those numbers aren’t going to work anyway. So where do we go from here? Joanne, how much is Big Router looking to take out?” “We … uh … we’re just looking to be treated like the other VCs. Whatever percentage of your holdings you guys end up selling, we want to sell, too.”
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“Let’s do the math,” says Franklin. “If we were to give Larry and the execs what they asked for that’s … uh … 550 thousand shares…” “Can’t do that,” says Joanne. “Too much.” “Let me just work it out,” says Franklin. “Then we’ll go from there. That would leave 950 thousand shares for everyone else. Altogether, venture investors have seventeen million shares. That means we’d be selling just over five percent of what we have. That doesn’t work for ad-Ventures. I don’t want to speak for Big Router or Windaw & Wallar but my guess is that isn’t going to work for you, either.” “No way,” says Joanne. “I thought you’d take whatever the other VCs take?” says Larry. “So how can you say ‘no way’ to five-and-a-half percent if they’re willing to take that?” “Doesn’t matter,” says Joe. “We’re not. My partners really want to sell the 650 thousand shares we asked for.” “I think we should call it off,” says Larry. “That means Louise and I will hold our position and so will you. Hopefully the stock goes up some more and we all sell in a careful way.” There is another long silence. Joanne looks like she is going to say something, but Joe again signals silence to her. The silence is broken when the waiter takes their order. After the waiter leaves, there is another silence. Finally Larry says: “I’ll call Barcourt in the morning and tell them we’re calling it off.” “It won’t work,” says Franklin gently. “What do you mean?” asks Larry in a higher-pitched voice than normal. “Barcourt isn’t going to do a secondary if the CEO doesn’t back it. They won’t do it if I don’t sign a lockup. You’re the Board; you can fire me and get another CEO to agree. But that won’t look good and you’d better be ready to explain why you ignored your fiduciary responsibility to the other shareholders because you couldn’t make an immediate 2000 percent profit for yourselves.” “It won’t work because the company needs the money from the secondary,” says Franklin. “And it also won’t work because Joe and I will just be forced to distribute the shares we have to the Limited Partners in our funds. And they’ll sell as fast as they can, most of them. We book a gain for the fund at whatever price the stock is at when we distribute it. We’re not going to hold the stock and wait for it to go down.” “You were willing to sign a lockup as part of the secondary,” says Larry. “Sure, and we still are,” says Franklin. “But we need to lock in some fund performance and we do that either by selling a little in a secondary or distributing a lot.” “Big Router Ventures can’t distribute,” says Larry. “It only books a profit if it sells. How do you handle that, Joanne? What happens when these guys distribute and their investors sell and the stock tanks before Big Router can get out? You can’t sell fast, you know. You’re subject to Rule 144.” “I … uh … We…” Joanne is flushed. “That doesn’t matter,” says Joe. “That’s not what’s going to happen. We’re going to do the secondary for the very good reason that hackoff needs the
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cash. And we’ll have no problem answering to public stockholders that we did exactly what needed to be done to keep the company solvent — perhaps despite irresponsible management. During the IPO you said, if I’m not mistaken, that the company would have sufficient cash based on the IPO alone to fund it until it’s cash flow positive. Now here we are at the end of ‘99 with only about fortytwo million in cash. And, from what Donna tells me, we’ll easily burn through that in just three more quarters, one of which we’re already in. So the company needs a secondary.” “Like hell we do,” says Larry. “The equities in our portfolio were worth 250 million at the end of ‘99 and they’re worth even more now. We’re already getting cash out of this without even trying to. Last quarter we cleared about ten mil when AOL bought one of our companies…” “I’ve always thought we should’ve held the AOL stock,” says Joanne. “Well, we didn’t,” says Larry. “We stuck to our strategy of selling things the market can easily absorb and that don’t have the upside of our startups. We did what we said we’d do.” “But AOL is up,” says Joanne. “Regardless,” Larry persists through clenched teeth, “we are getting cash from our portfolio now. CBS is gonna buy one of our companies for cash this quarter and I think another one may go, too. This is cash that’s coming in whether we want it or not. If we need more liquidity — and I’m not saying we do — we can just proactively sell some of the portfolio.” “You don’t want to do that, Larry,” says Franklin. “It’s always been your strategy to hold the equity where we can and let it appreciate. Besides, a lot of the companies aren’t public yet. And you’ve signed lockups on some of the best stuff that IS public. There isn’t that much you can sell. You run the risk of tanking the ones you do sell and creating nervousness about the rest of your portfolio companies. I don’t doubt that you could raise some cash that way or that some cash’ll continue to come in over the transom from the portfolio. But it’s better to do the secondary you planned.” “Are you the good cop, Franklin?” asks Larry. “When did you guys script this?” “Just trying to do what’s best for the shareholders and for our investors,” says Franklin. “And for you, too, Larry. Look, I have an idea, do you want to listen?” “I’ll listen.” “You’re right — the company has a cushion in all that stock it holds in its portfolio, so it probably doesn’t need to sell as much company stock as it was planning to,” says Franklin. “The company could probably make do with the proceeds from a million rather than a million-and-a-half shares…” “I don’t see how doing a smaller secondary is going to solve this problem,” says Joanne. “Why don’t we let him finish?” says Joe. “Franklin is very smart. Did you see how fast he did all those numbers in his head?” “Thanks,” says Franklin, “this is just an idea, though. I haven’t had time to think it all out, so it may be dumb. Suppose we go ahead and offer three
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million shares as planned but the company only sells one million. Then there are two million shares left for selling stockholders and we ought to have a much easier time divvying this up if no one gets greedy.” “I don’t know,” Larry says. “I hear you, and I appreciate that you’re thinking out-of-the-box, but Barcourt was pretty firm that selling shareholders can’t be more than half the offering. Said the optics are bad beyond that or something.” “I’m sure you can handle Harvey Maklin,” says Franklin. “You were making a convincing case that the company didn’t need any more cash. Surely you can show that the proceeds of a million shares are enough.” “Yeah, I can,” says Larry. “But they’re liable to just come back and say we should do a two million share offer.” “I’ve never known you to be naïve, Larry,” says Franklin. “Probably you have jet lag. Those Concordes are too damn fast. Remember: Barcourt’s commission is based on the total selling price. They won’t want to cut back the size of the offer.” “So what’s the rest of your proposal?” Larry asks. “Okay. If we put aside 400 thousand shares for management…” “That’s not enough,” says Larry. “Let me get it on the table,” says Franklin. “Then you can piss all over it.” “Right here in the Harvard Club? On the table?” Larry smiles for the first time in the discussion. “If we leave 400K for management, there’s 1.6 million shares for other selling shareholders. That means just over nine percent for us.” “Nine-point-fourteen percent to be exact,” says Larry. “But that’s still not enough for management. We can’t do that.” “We’re going in the right direction but it’s not enough for us either,” says Joe. “No way my partners will settle for selling less than ten percent of our position. Just isn’t gonna happen.” “We need ten percent, too,” says Joanne. “Do you want what everybody else gets or do you want ten percent?” asks Larry. “I’d really like to know what Big Router’s position is. Is there a certain amount of profit you’re trying to milk out of this position to cover your bad quarter?” “I didn’t say we’re having a bad quarter,” says Joanne. “We need at least ten percent. So do the other VCs. I don’t see what’s so complicated about that.” “This isn’t working,” says Larry. The food comes during the ensuing silence. “Bon appetit,” says Joe. He attacks his t-bone with gusto. Joanne eats a trout very carefully, although she has been assured that it was both raised in the wild and deboned. Larry examines the mushrooms that surround his venison. Franklin toys thoughtfully with some sort of ragout on wild rice. “We can do it with the shoe,” he says with his mouth full. Some ragout and a few grains of wild rice are attached to his lower lip. “I don’t understand,” says Joanne.
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“Go ahead,” says Larry. “No, wait. Joanne, the ‘shoe’ is the underwriter’s over-allotment.” “I know that,” says Joanne after swallowing quickly. “Just so we’re all on the same page,” says Franklin, “we granted Barcourt a standard over-allotment of fifteen percent of the shares offered. So they have thirty days to buy 450 thousand more shares at the offer price. Same kind of thing they had in the IPO, and they bought the shoe within a week of when we started trading. We’ve been divvying this up based on the offering but ignoring the shares in the shoe.” “Aren’t they usually divided the same way as the rest of the offer?” asks Joanne. “No law that says they have to be, as far as I know,” says Franklin. “I can remember other transactions where the shoe was handled differently.” “So can I,” says Joe. “So let’s establish that the shoe is entirely from selling stockholders,” Joe continues. “That gives us another 450 thousand shares to play with. If we say that another 100 thousand shares from the shoe go to the management pool…” “Still not enough,” says Larry. “Let’s start here,” says Franklin. “I’m not agreeing; I’m just listening,” says Larry. “If I say ‘Okay’. It means ‘Okay, I understand the math,’ but it doesn’t mean I agree.” “Right,” says Franklin. “So that makes the total pool for other selling shareholders 1.95 million shares. By the time the shoe is sold, we’ll each have over eleven percent. I can live with that, Joe? Joanne?” Joe says: “I think I can sell my partners on that.” “What do we have if the shoe doesn’t sell?” asks Joanne. “We’re back to nine something, right? We’re under ten percent. I can’t do that.” “The shoe always sells, at least these days,” says Franklin. “I don’t see Big Router accepting the uncertainty,” says Joanne. “We need a real ten percent.” “Okay…” says Larry. “Is this ‘Okay, you understand’ or ‘Okay, you accept’?” asks Franklin. “This is ‘Okay, I have another idea that I think gets us all where we need to be’.” “Go ahead,” Joe says. “Don’t know how many more numbers I can take.” “First,” says Larry, “I can’t ask the other members of the management team to play this shoe game. Too complicated for too few shares.” “That’s what I said,” says Joanne. “You have lots of shares,” says Larry. “But I can solve your problem, too.” “I don’t have a problem,” says Joanne. “Okay,” says Larry, “you don’t have a problem. Will you please let me explain what I’m proposing?” “Please do.” “Thank you. Since I can’t ask any other members of the management team to get involved with the shoe, Louise and I will have to take all the risk on
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that. Remember, we’re pretty much agreed that sixty-five thousand for Aaron and Frank Folger is right and 100 thousand for Donna…” “I don’t agree that Donna has to get to sell 100 thousand,” says Joanne. “She’s key to getting this secondary done and to our relationships with the financial community. It sends a bad signal if she gets less,” says Joe. “I think we should go with Larry’s recommendation on this.” Joanne pouts. “So that’s 250 thousand shares for the rest of the management team…” “Two-hundred thirty thousand,” says Franklin. “Right, Franklin — 230 thousand,” Larry says. “I must be getting tired. So if we allot 500 thousand shares from the base offering to management, that’s 270 thousand shares for Louise and me. Less than four-and-a-half percent of what we have. I don’t like that, but in the interest of the rest of the team and with some upside I’ll take it.” “But Big Router can’t take the risk…” Joanne objects. “I’m getting to that,” Larry says. “Let’s give Big Router what it wants: ten percent from the basic allotment. That pushes the others down to only eight percent in the initial but they get compensated in the shoe. When the shoe goes, Louise and I get another 100 thousand shares to sell, which brings us over five percent and the rest goes to the other VCs so they come out just shy of eleven percent.” “But then Big Router isn’t being treated like the other VCs,” Joanne protests. “Which do you want,” asks Larry, “a guaranteed ten percent or to be treated like the other VCs? They’re willing to wait for the shoe. You’re not. Make up your mind.” “Can I see it on paper?” asks Joanne. “Not at the Harvard Club,” says Larry. “I’m tired, but we can go somewhere else.” “No, just go over the numbers for me again,” says Joanne. Larry does. “I can buy it if we get to eleven percent after the shoe,” says Franklin. “That means that your share of the shoe is only seventy-five thousand.” “Thanks a lot,” says Larry. “Joe?” “I can sell it if we get eleven percent after the shoe. That’s my bottom line, too.” “Joanne?” asks Larry. She looks at Joe. No response. She looks at Franklin. He winks openly. “Okay,” she says. “Okay. Just in the interest of keeping everyone happy.” Larry leaves for home; Joanne heads for the ladies’ room. “It worked out pretty much like we thought it would,” says Franklin. “Our boy’s pretty tough even without sleep, but this is about where we thought we’d end up allowing for Big Router’s sudden need for cash. I’m selling all my Big Router shares and everything else in that part of the industry, though.” “Yeah,” says Joe. “It helps with him being on my home ground. Did you see his face when he couldn’t use his computer?”
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“He was still pretty quick with his numbers, though,” says Franklin. “I knew he was cracking when he broke the silence after he bluffed with not doing the secondary. I wish you’d been able to shut Joanne up more, though. I think he was closer to walking because of her than the issues.” “Women are genetically incapable of using silence as a negotiating weapon except against their husbands,” says Joe. “God bless ’em. Not sure she didn’t soften him up some though. He was grinding his teeth when she kept flipping back and forth between wanting to be treated like other VCs and wanting ten percent guaranteed.” Franklin says: “She was dumb to give up part of the shoe, but maybe she’s right that she couldn’t have sold it to the idiots at Big Router Ventures.” Franklin leaves shortly after Joanne returns freshened. “Did you and Franklin plan that in advance like Larry said?” she asks. “I mean did you do good cop/bad cop on purpose? I really want to learn.” “No,” says Joe. “Franklin and I didn’t discuss this in advance at all. It just worked out.” “I hope I did the right thing,” says Joanne. “I had a really hard time convincing the investment committee at Big Router Ventures that we should sell any. It really is against our policy and they were afraid it would send some kind of signal that we know something bad about hackoff — I HATE that name. But, in the end, they bought the argument that we already have an outsized gain and that it doesn’t hurt to act like real VCs every once in a while. I was surprised, actually, that they gave in. If it goes way up, they’ll never let me forget it though. I hope you’re right that this is the right thing to do.” “It’s the right thing to do if you want to be a VC even if does climb from here,” says Joe. “I’m not saying it won’t. Wouldn’t have left as much on the table if I lost faith in the company. But there’s a time to lock in some gain and this is it. Why do you suppose they gave in? Does that tell us something about Big Router’s quarter?” “I can’t imagine we’re having a down quarter,” says Joanne. “Everybody buys from us, I haven’t heard anything bad. I do appreciate your mentoring, Joe. Thank you.” Later that night, Joe makes two calls. One is to Harvey Maklin’s voice mail at Barcourt: “Hello, Harvey, it’s Joe Windaw. You’ll get a call tomorrow from Larry Lazard to talk you into letting selling shareholders do two-thirds of the secondary and all of the shoe. Except for the shoe part, that’s what we discussed earlier but, of course, don’t tell him that. Feel free to give him a hard time before you agree; it’ll do him good. Give me a call when you want to hit some balls. See ya.” The second call is to his broker: “Sell all my Big Router at market and work off the Windaw & Wallar position in Big Router as quickly as you can. Very quietly. Thanks.” Windaw & Wallar has a lot of Big Router stock because Big Router used its stock to acquire several companies which Windaw & Wallar has funded.
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“How did it go?” Louise asks sleepily as Larry climbs into bed. “Not too bad,” says Larry. “That bitch Joanne wouldn’t shut up and I had a raging headache and I never should have agreed to meet on Windaw’s turf at the Harvard Club and I know they set this up for when I was tired. Oh yeah, and suddenly Big Router wants to sell, too. But still, we’ll get about what I thought we’d get. You and I will sell 320 thousand shares. That would be only about forty-eight million, figuring the stock stays where it is and, of course, we have to pay taxes on that.” “We should be able to get by. Good job,” says Louise snuggling up to Larry’s back. “Tell me in the morning how everyone got what they wanted when there wasn’t enough to begin with and now Big Router is selling, too.” “Right, and remind me in the morning to sell all our Big Router.” “You’re not selling them because they’re selling hackoff, are you?” asks Louise. “No,” says Larry. “I think they’re going to have a bad quarter.” Even later that night, a waiter at the Harvard Club calls his brother who happens to be a stock broker. “Sell Big Router,” he says. “They’re going to have a bad quarter.” “Right, anything else, bro?” “Ever hear of a company called ‘jerkoff’ or something like that?” “Can’t think of one. Porn? Anything else you remember about them?” “CEO is named Larry Lazard. I seated him. They’re going to do ‘second’ they said; that mean anything?” “Yup. I got it. Lazard is head of hackoff.com stupid fucking name. Were they talking about a ‘secondary’?” “Yeah. That’s it, a secondary.” “Thanks for the tip.” ###
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TODAY'S MARKETS
Big Router Leads Some Technologies Lower
By PETER SCOTTSON THE broad STREET JOURNAL ONLINE
February 3, 2000 5:02 p.m. Big Router closed down 4 3/8 at 147 today after an early morning influx of sell orders. The market bell-weather was down as much as 7 1/2 points in the early afternoon but recovered towards the close. Volume was almost double the typical daily average. The stock is showing some weakness in high volume in after hours trading. The last trade reported was at 146. Some market participants dismissed the Big Router weakness as a necessary correction after a long run up. Harold Jones, an analyst at FCBC, says that any dips are a good opportunity to accumulate this strong stock. The company says it has made no significant announcements today that would explain this market activity. The company, citing its policy of never commenting on rumors, declined to comment on rumors that its growth for the first quarter may be below the whisper number.
Other router stocks also declined, apparently in sympathy with the move in Big Router. EverFast was down 2 1/8 to 172, and PacketWarp dipped slightly during the day although it closed unchanged. Antihack and hackoff.com, the two leading providers of hacker protection to e-commerce sites, both filed with the SEC for secondary offerings today. Antihack plans to offer four million shares of common stock and approximately 100 million in debt securities convertible into common. Two million antihack shares will be offered by the company and two million by selling stockholders including the founders, officers, and venture firms. Antihack was up as much as 7/8 to an all-time high of 57 ¾ on moderate volume at the close and prior to its announcement. The stock is slightly down on moderate volume in after hours trading. First Boston is the lead underwriter for both the antihack equity and debt transactions. Hackoff.com is offering three million shares of its common, two million of which will come from selling shareholders and one million from the company. The company has been off its highs earlier in the session and closed sharply lower, down 18 1/8 to 135 7/8 on heavy volume. It has recovered slightly to 137 on light volume in after hours trading. Barcourt Brother is the lead underwriter for hackoff.com.
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### “What the fuck happened?” Larry and Donna are in Larry’s office on a conference call with Harvey Maklin and Sam Gutfreund from their respective offices at Barcourt & Brotherson. Larry is pacing back and forth between the table with the Polycom on it and his desk where he can watch hackoff shares trade in the aftermarket. “Larry, stocks always fall on the announcement of a secondary, we told you that,” says Harvey Maklin. “This is nothing unusual. You’re trading where you traded a week ago. We don’t think this is a bad reaction.” “It didn’t have to be this bad,” says Larry. “You guys were just asleep at the fucking switch. I was watching. Some big sell orders came up — that was no surprise — and where was your fucking trading desk? You’re supposed to be our market-makers but you weren’t there with a bid. All of a sudden Barcourt disappears. And the stock falls like a fucking rock. I can see what’s going on.” “We got hit like everyone else with an avalanche of orders,” says Sam. “They took out all our bids before we could repost them.” “You mean you didn’t want to risk any of Barcourt’s precious capital doing your job even after all the money you’ve made on us,” says Larry. “It would have been better if the filing was made after the market closed,” says Sam. “Not to make an excuse but we could have handled it better then. Better chance for the information to get absorbed.” “Your fucking lawyers told us we had to let the filing go when the rumors hit,” says Larry. “Now you’re telling me everything would have been fine if we waited a couple of hours like we wanted to?” “No, it’s just too bad the rumor got out,” says Sam. “You did what you had to do. We did what we had to do. But we don’t catch falling knives.” “Now we’re a fucking falling knife! A minute ago Harvey says not a bad reaction and you call us a falling knife. Which is it, guys?” “Taken as a whole,” says Harvey, “this wasn’t bad. The stock’s not at a bad place. It’s still at nine times the IPO, which is a strong place to start a secondary. Investors may be a little spooked by how much stock is coming from selling stockholders, but I think we’ll be okay.” “Now you’re throwing that back in my face,” says Larry. “This morning you tell me that you can handle two-thirds/one-third and now it’s our fault the stock is down.” “We advised half-and-half,” says Harvey. He is smiling but he’s alone in his office so no one can see that. “Another thing,” says Larry. “Fucking-piece-of-shit antihack isn’t even really down, and they announced their secondary. How come they don’t ‘have a natural reaction’?” “Investors may like the debt portion of their offer,” says Harvey. “We would have been happy to do a convertible for hackoff. We told you that.”
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“Yeah,” says Larry. “You would have been happy with the commission, you mean. We don’t need to borrow the money. Look, I don’t have more time to spend on this call. Let me tell you what I expect: One: the fucking trading desk has to wake up. We need our market-maker to support us. I’ll be watching the trading and I expect support even if Barcourt has to risk some of its own money. Two: the guy you’ve got replacing Gustav as our senior banker for the roadshow sucks. We did a run-through with him and he apologized for being alive. No fucking way we’re going on the road with him. Get Gustav back or get someone better. Three: I’m gonna be watching how First Boston does supporting antihack. I expect you guys to do better. Should be easy; you’ve got a better product to sell. Harvey, you with me?” “We’ll do the best we can,” says Harvey. “I have some ideas on someone else for senior banker; I’ll get back to you tonight — tomorrow latest.” “Sam?” prompts Larry. “Can’t predict the market,” says Sam. “I wish you guys luck.” “So that’s why I called,” says Larry to Donna after Sam and Harvey hang up. “You called because you can’t stand to see the stock go down,” says Donna. “I told you they wouldn’t promise to support it. Gutfreund didn’t even say he’ll try.” “He’ll try,” says Larry. “He’s a good poker player and he has more balls than Maklin but he knows he fucked up or his guy fucked up and it was important that he know that I know. Just like when a player argues with the ump, right? That call isn’t going to be changed but maybe the ump gives the guy a break on the next call to make up for it. And I got them replace that pathetic kid they sent.” “Whatever,” says Donna. “You have a problem?” asks Larry. “You should be happy. I fought like hell for your shares. Everyone gave up something except you.” “I thought we’d be in the shoe,” says Donna. “We were talking about initial allocation. Everyone knows that the shoe is on top of that. And you took the whole management part of the shoe.” “Jesus,” says Larry. “How ungrateful can you be? I had to give up part of my initial allocation; I had to deal with Big-fucking-Router that now decides it’s a VC firm and, oh yeah — Joanne, who doesn’t think you’re worth 100K shares — and now YOU’RE giving me shit?” “I’ve got to buy some clothes for the roadshow,” says Donna. “See you tomorrow.” ###
Email, February 3, 2000
From: Larry Lazard [mailto:[email protected]]
hackoff.com Sent: To: Subject: Eve:
© 2005 Tom Evslin Thursday, February 3, 2000 Eve Gross WSJ 6:10 PM
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How come those assholes at antihack get their secondary listed first in the wsj article. It positions them like they’re the leader in the field. We’re the leader; we were public first; our market cap is a hell of a lot higher. Why do we get treated like second class shit?
From: Sent: To: Subject: Lar:
Eve Gross [mailto:[email protected]] Thursday, February 3, 2000 6:15 PM Larry Lazard RE: WSJ
I checked and these stories get to the wsj from the brokerage firms. Looks to me like First Boston did a better job than our friends at Barcourt in getting this positioned. Or maybe they just got to them 1st. I can call the reporter if you want but since the facts are right I don’t see much to complain about. Eve
From: Sent: To: Subject:
Larry Lazard [mailto:[email protected]] Thursday, February 3, 2000 6:18 PM Eve Gross RE: WSJ
No, let it go. Its just one more fuckup by Barcourt. Couldn’t be that antihack story got there 1st since we filed during the day and they didn’t file until after the close. But we’re going to have to work hard at our positioning during the roadshow. Investors are going to have to decide how much hackoff to buy and how much antihack to buy and we want the decision to always go our way. That’s your job and Barcourt’s not going to help at it.
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From: Sent: To: CC: Subject: Lar:
Eve Gross [mailto:[email protected]] Thursday, February 3, 2000 6:22 PM Larry Lazard Aaron Smyth RE: WSJ
It is a quiet period again with the prospectus filed. So I am going to need good guidance from you and Aaron on what we can and can’t say and what kind of press releases we can put out. I’m glad to do my part but want to set your expectations right that my hands are tied to some extent during this period. Eve
From: Sent: To: CC: Subject: Eve:
Aaron Smyth [mailto:[email protected]] Thursday, February 3, 2000 6:32 PM Eve Gross Larry Lazard Privileged attorney-client communication
You are correct that we are again in a quiet period and must be extremely careful not to make any announcement which the SEC could interpret as hyping our stock. They have been known to slow-roll the review of a prospectus when they think the company is frontrunning. They also could force us to postpone the offer even after the prospectus is approved if they think we are trying to promote the transaction in any way other than the prospectus. Aaron
From: Sent: To: Subject:
Larry Lazard [mailto:[email protected]] Thursday, February 3, 2000 6:45 PM Aaron Smyth; Eve Gross; Frank Folger RE: Privileged attorney-client communication
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Of course we understand that we can’t hype the stock. However, I assume that we are still allowed to make the kind of announcements that are critical to running the business (as opposed to the stock). For example we always announce major new customers if they let us. We do that for the business reason that one name customer attracts another. So I assume, for example, if Frank Folger lights a fire under the salesman whos dicking around with the iHudson.com account and gets that closed and they give us permission then we could announce that in the ordinary course of business. Frank, I really want that done regardless of secondary.
From: Sent: To: Subject:
Aaron Smyth [mailto:[email protected]] Thursday, February 3, 2000 6:50 PM Larry Lazard; Eve Gross; Frank Folger RE: Privileged attorney-client communication
You are correct that we can make announcements in the ordinary course of business. However, I would be extremely careful. The SEC doesn’t have to agree with our interpretation of the ordinary course of business. In fact, they don’t even have to talk to us if they think we’re frontrunning, they can just slow roll us and we may not even know why.
From: Sent: To: Subject: Boss:
Frank Folger Thursday, February 3, 2000 7:00 PM Larry Lazard RE: Privileged attorney-client communication
Two things that would help us close iHudson.Com. You know that the second biggest online bookseller in the world isn’t going to give us equity so obviously this will be a cash deal. But cash is tight for them so aggressive pricing would really help. Are you approving that? An extra spif for Oliver if he closes this should help. Remember that if we give them a low cash price this won’t help him much
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toward quota. If we want him to spend time on it, we’re going to have to make sure he can make some money. Frank
From: Sent: To: Subject:
Larry Lazard Thursday, February 3, 2000 Frank Folger iHudson.com
7:15 PM
You mean if we give the product away and overpay the salesman, then maybe he can make a “sale”?
From: Sent: To: CC: Subject:
Harvey Maklin Thursday, February 3, 2000 Larry Lazard; Donna Langhorne Rachel Roth Roadshow Team
7:45 PM
Larry and Donna: I have some news that I think you’ll welcome. The senior banker accompanying you on the secondary roadshow will be Rachel Roth. You know her, of course, from your IPO. Since then she’s been promoted recognizing her outstanding contribution to companies like hackoff.com. Rachel is, of course, very familiar with hackoff already and will, I’m sure, do an excellent job on the roadshow team. Accompanying Rachel and assisting her will be Jason Jamfus who has recently rejoined Barcourt after pausing to get his MBA at Columbia. I’m sure he’ll be an excellent member of the team as well. I hope to join you myself for some of the accounts in New York and possibly Philly. Please let me know if there is anything else I can do. Yours truly, Harvey
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### Larry picks up his desk phone and dials Frank Folger’s extension. When he gets voice mail, he hangs up, then dials Frank’s mobile phone. “Taking off early?” Larry asks Frank when he answers. “No,” says Frank. “Kid’s got a hockey game tonight so I’m gonna watch. Always on the phone, though.” “You mean ‘yes’,” says Larry. “You’re at a hockey game.” “What’s up, boss?” “iHudson.com,” says Larry. “At least I want it to be up. I want to be able to announce it.” “I hear you,” says Frank. “I sent you an email with some suggestions how we can close it.” “Yeah, I answered your email,” says Larry. “You want to give the product away and pay the salesman extra for ‘selling’ it. If Oliver can’t do the job, why don’t you give the account to someone who can?” “I have a lot of confidence in Oliver,” says Frank. “He does well at the big accounts. They like him.” “He isn’t closing shit, they like him so much.” “These are long sales-cycle accounts,” says Frank. “That’s why I’m suggesting we find a way to pay more to tide him over so he can make some money while he’s waiting for the elephants to fall.” “He’s not supposed to wait. When you hunt elephants, you shoot them. That’s what makes them fall down. You don’t just sit around and hope that they’ll trip or something, then cut off their heads for your game room. “Look, I don’t want to have a theoretical discussion about selling,” says Larry. “I want to be able to announce closing iHudson.com. You should want this too. You’re selling stock in the secondary. You want to sell at a high price or a low price? Not that we don’t want the account anyway but this would be a very good time to announce it. Capiche?” “I get it, boss,” says Frank. “Believe me, I get it. I’ll be all over Oliver like flies on shit. But we’ll close faster if I can have some freedom on price. And it really would help to make Oliver whole on this.” “I’ll give you some room on price; you get me an announcement,” says Larry. “And tell Oliver if he doesn’t get this for us we’ll fire his lazy ass and he can go somewhere else and wait for elephants to fall.” “I think some positive incentive too would help,” says Frank. “Tell him if we get to make an announcement of iHudson.com this month — don’t tie it to the secondary — we’ll be thinking about that when we figure his options after the secondary.” “Salesmen care more about cash than options,” says Frank. “When they see how rich you get in the secondary, they’ll learn about options,” says Larry. “One other thing…” “Yeah, boss.”
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“Don’t send email with ‘attorney-client privilege’ in the subject line unless there’s a lawyer in the address list. And don’t ever say anything in email about wanting to announce iHudson because of the secondary.” “Right, boss.” “Good luck with the hockey,” says Larry. “Bring me an elephant.” # The waiting room at Semper Investments in Boston hasn’t changed. In winter, heavier coats and some hats are on the racks by the elevator. The supplicant roadshow teams still mill around uncomfortably in the big waiting room where there aren’t enough seats, trying to avoid contact with each other and waiting for their assigned numbers to appear in red lights on the board. One change is that half the teams have abandoned their pitch books. Instead, the technically comfortable teams are making their PowerPoint presentations directly on laptops. The hackoff team is technically advanced; their junior banker, Jason Jamfus, carries Larry’s laptop as they wait for their appointment with Tom Chen. When their number lights up, the salesman leads them towards the appointed room. In the hall going the other way, they pass the team from antihack. “Good afternoon, Larry,” says antihack CEO George Wrobly. “Tommy and John Signal are in rare form today.” He stretches out his hand to shake. “Fuck you, George,” says Larry without breaking stride and with a perfect simulation of a smile someone else might have used to say “Good afternoon.”. He ignores George’s hand. The bankers nod to each other, and Donna shakes hands with the antihack CFO. Everyone keeps walking. Tom Chen is alone in the small conference room. “Is John Signal going to join us?” the salesman asks while Jason looks for power for the laptop and sets it up for Larry. “He told me he might be here. I think he has a pretty good hackoff position in his fund.” “I don’t know,” says Tom Chen. “Haven’t seen him today. One of the analysts may be coming down, though. We’ll give them a couple of minutes. I’m mad at you guys,” Chen says to Larry. “Why?” asks Larry. “We’re up eight x since you bought us.” “Our rules require that the bankers leave,” says Tom Chen. “I’m … uh … just setting up the pickle,” says Jason. “Then I’ll be out of here in a flash.” The “pickle” is a pickle-shaped piece of plastic with buttons that communicates by infrared with a device plugged into the serial port of the laptop. It enables the presenter to advance slides on the computer without having to be able to reach keyboard or mouse. It only works sometimes. “I can do the pickle,” says Larry. The bankers and the Barcourt salesman leave. “Why are you angry with us, Tom?” asks Donna with an ingratiatingly humble smile.
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“The stock crashed when you announced the secondary,” says Tom Chen. “You cost me a bundle; you’re not helping this quarter at all.” “But all stocks fall when the company announces a secondary,” objects Larry gently. “Antihack has hardly fallen at all,” says Tom Chen. “I think you guys got greedy. I think you could have waited. You said you had enough cash for the company.” “Well,” says Larry, “the bankers felt it was the right time to go. This is hardly dilutive to you guys who were in at the IPO. If we closed today, new investors would come in at eight times what you paid. The stock that’s coming from the selling stockholders — particularly that coming from the VCs — would have come out eventually anyway. And the company isn’t selling that much, so there is less dilution than there would be if the company were selling more shares.” “You’re now down to 7 1/2 times the IPO price,” says Chen looking at his pager. “And we acquired some position after the IPO. Let’s get going; doesn’t look like anyone else is coming to the pitch and I don’t have a lot of time.” Larry hasn’t been able to get the pickle to work while trying to keep up his end of the debate with Tom Chen. He sticks it in his pocket and seats himself so he can use the keyboard to advance the slides. “You see these okay?” he asks Tom Chen. Outside the conference room window, snow is starting to fall. “Go,” says Chen. #
hackoff.com at a glance
2300 Segment leader with over 1300 licenses sold
50% market share according to Snow & Hanrahaty
$250m 12/31/99 Equity portfolio valued at $75m 3/31/99 $48m 4Q99 1Q99 Revenue runrate $28m annualized 3 Key technology protected by issued US patents
Feb 10, 2000 Confidential Copyright Property of hackoff.com © Slide 4
# “You may remember this slide from our first roadshow,” says Larry.
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“What is it?” asks Tom Chen. “Well,” says Larry, forcing his strong speaking voice against Chen’s impassive hostility, “this was the slide we used to show hackoff’s status at the time of the IPO.” “Why’s everything crossed out?” asks Tom Chen. “It’s hard to read.” “The bankers gave it the prize for the ugliest slide they’d ever seen,” Donna interjects. “It is ugly,” says Larry, glaring at Donna. “But I think it makes a point and that’s why I made it. It shows the progress we’ve made in the three quarters that have passed since the IPO. We’ve almost doubled the number of licenses we’ve sold. Being a public company has probably helped sales, actually.” He pauses briefly, then goes on when there is no response. “There’s been a huge increase in the value of our portfolio — more than three x. At the end of the fourth quarter it was worth more than 250 million dollars.” “What’s it worth now?” Tom Chen asks Donna. “Just a little more than that, we think,” she says. “We don’t value it daily and the market has slowed down a little, as you know.” “I wouldn’t be surprised if it’s down,” says Chen. “I hold some of those positions myself. The market is nervous that hackoff’ll dump some of those positions and drop them further.” “Then you should like the secondary,” says Larry reasserting control. “Extra cash for the company means we can hold the portfolio positions longer and that’s good for the whole market.” “How do you value the companies that haven’t come public yet?” Chen asks Donna. “We don’t value them ourselves,” she says. “John Braxton at Barcourt does. He assigns them a value based on what he thinks their IPO price’ll be. Since there’s always a pop on going public, we think that’s conservative and—” “Assuming they do IPOs,” Chen interrupts. “Right,” says Larry. “We’ve also made the traditional kind of progress. In fact, our revenue run rate for the fourth quarter is almost twice what it was when we saw you last time.” “How much of that is cash revenue?” “A little under a third of our revenue is cash, the rest equity,” Donna answers. “You asked that question last time we were here, if I remember correctly. At that point we were just over fifty percent equity and I said we were aiming to get the equity portion up to ninety percent. We’ve made progress on that, too, as you can see.” “You’re not taking in much cash,” says Tom Chen. “Antihack was just in here. They are bringing in more actual cash revenue.” “They don’t have any equity portfolio,” says Larry. “No one would give them equity for the crap they’re selling. They—” “THEY say that no one will give you cash for your product,” says Chen.
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“Look,” says Larry. “The only good thing I can say about them is that they know that security is a good market. They copy everything we do and still can’t get it right.” “They haven’t copied you in accepting equity,” says Tom Chen. “As I said,” Larry smiles tightly, “they can’t quite get it right. They don’t get the product right either. And, if you look at the fourth bullet on our slide, they aren’t going to be able to deliver what we deliver because we have patents — two new ones issued this year — on the technology our customers need.” Tom Chen is impassive. “If they’re doing so well,” Larry goes on “why do you think they have to raise debt as well as equity? They have to do that because they don’t have a portfolio the way we do and they can’t finance their business on the cash they’re bringing in.” “I don’t like the debt part of their offer,” Tom Chen concedes. He is largely silent as Larry proceeds through the rest of his presentation and as Donna presents the numbers at the end. “Tom, we’d like your support for our offer,” says Donna as she wraps up. “I think one element of cash you might want to look at is the cash we’re generating from our equity positions without even trying. We brought in ten mil just last quarter when AOL bought one of our portfolio companies. I can’t give you the number for this quarter but I’d be surprised if it isn’t higher.” “We already have a big position in hackoff,” says Tom Chen. “Maybe we should lighten up some.” “I hear you already HAVE lightened up a little,” says Donna. “I know you’re smart. I think you took some profit in the highs before we announced the secondary, maybe you even helped to bring the stock down some but we don’t hold that against you, and now I think you’ll continue to be smart and buy back even more at the lower price.” Tom Chen smiles for the first time in this meeting. “John Signal asked me to ask you if you have any announcements coming.” Donna starts to answer but Larry interrupts. “I can’t be specific,” he says, “but big online booksellers are very security-conscious; they have to be with the volume of dollars and credit card transactions they do. And hackers’ve been targeting them.” “Amazon?” asks Tom Chen. “Well,” says Larry, “usually we find that we get the number two or three in a category signed up first. Then, after we announce that, it seems we have a better shot at number one.” “iHudson.com,” says Chen. “They’re running short of cash.” “As I said, I can’t be specific,” says Larry. Tom Chen stands to signal the end of the show. Donna rises with him. “Tom, we’ve done well for you up to now.” “Except for announcing the secondary.” “I know you figured out we’d do that,” says Donna. “You’re too smart not to. You’re just giving us a hard time. Fair enough. We’d like your support in the secondary. Your support’ll make us that much stronger and that’ll help your
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portfolio as well. We’re in this together. And we’ll do well for you going foreward, I promise.” “I’ll look at it,” says Tom Chen. “Now I’ve really got to go.” “Tom, thanks for your time,” says Larry. “You ask hard questions, but that’s what Donna and I like. We spend so much time pitching to bozos who have no idea what we’re talking about or even what THEY’RE talking about. I was looking forward to seeing you, and you haven’t disappointed us.” “I’ll look at it,” says Tom Chen and shakes hands with reasonable warmth, especially Donna’s. Wet, heavy snow is falling in thick grey globs and sticking to the streets. The limo is not outside the door but, reached by cell phone, the bankers say that they are orbiting and should be outside the front door in ten minutes. Larry and Donna wait in the muddy lobby. Larry dials a robot on his cell phone to get the closing prices of stocks he follows. He smiles, then frowns. “Well, we’re back up,” he says. “Chen had me worried when he said we were at only 7 1/2 times the IPO. We did dip during the day; probably those fucking Barcourt guys asleep at the trading desk again. But we recovered and closed up two and 9/16 in a weak market. But fucking antihack is up three. Can you believe that?” “You’re watching it too closely,” says Donna. “Nothing we can do about the stock price now.” “We can get that iHudson announcement out. We can beat the shit out of Barcourt to do their job as market-makers and not let the stock keep getting derailed by accidents. And we gotta do these pitches right. You know after we see someone like Chen who’s already got a huge position, we fuck up the pitch, they could dump it. They’re not gonna buy now when they know they can buy in the secondary but they sure as hell can sell. I was worried, but you pulled that one out. Good job.” “Thanks,” she says, “but I wouldn’t count on anything yet. Chen’s very nervous.” “How do you know?” “His foot jiggles all the time. It didn’t used to do that,” she says. “Maybe he’s just horny. Maybe that’s why he liked you.” “No. He’s gay.” “How do you know?” “Trust me. I don’t think he’s just nervous about us. He doesn’t seem to have the overall confidence he had before and he seemed distracted. Maybe he’s worried about his whole portfolio. Those guys live and die by their quarterly performance. He’s been living pretty high but he’s got a huge amount of money to manage. Hard to see how he can keep getting the returns he’ has been but that’s what investors expect. That’s probably why he’ll buy in the secondary, though.” “Why? He won’t get that high a return from the secondary.” “If he doesn’t buy, everybody’ll know. We’re a sizable position for him even though we’re a miniscule part of his whole portfolio. So, if he doesn’t buy, we tank. Then he’s got a loss he has to make up for somewhere else. Moreover,
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if we start to sell portfolio stocks — he was pretty plain about this — then they go down as well. You know how you used to say we’re ‘e-com squared’ or ‘cubed’ or something? Now maybe we’re a threat squared because not only can our stock go down, but we can hurt all the stocks in our portfolio and they’re in his portfolio too.” “That’s not bad,” says Larry. “I don’t mind being a threat squared, so long as he buys. Anyway, you did a good job turning him around. The more I pitched him the more hostile he got. How did you work your charm if he’s gay?” “Doesn’t stop him from being an egotistical little boy who needs to get told how smart he is,” says Donna. She isn’t smiling. “Why do you think he lied to us about John Signal? Said he hadn’t seen him all morning. But Wrobly said he was in the antihack meeting.” “Who knows?” answers Donna. “Something bothering you?” asks Larry. “I’ll be glad when we have the secondary sold,” says Donna. “At least we get to spend tonight at home. I’m looking forward to that.” The limo arrives but the bankers have bad news. The snow has closed Logan airport at least temporarily and they are not sure it’ll reopen this evening. The private jet that’s supposed to take them to New York for the next day’s meetings can’t get into Boston and there’s a backlog of planes on the ground around the country waiting for clearance in. Their first meeting is a breakfast at the Jockey Club in New York so they can’t take a chance on waiting for morning. Larry suggests the train, but they’ve checked that. There are no reservations available. They could get on an unreserved coach train to New York but those are running very late because of some frozen switches and are probably very crowded, maybe standing room only. Also the storm — a Nor’easter — is blanketing the Rhode Island and Connecticut coasts and may disrupt the trains even more. “Okay,” says Larry. “Let’s take the limo down to New York.” The black stretch limo they’re in has stripes and dots of colored mood lighting in its interior. Now that it’s dark, the garishness of the lighting is more apparent. The driver is separated from them by a smoked glass window. Larry lowers it and says: “Hi. We need to go to New York instead of Logan. No planes there. Any problem?” “Can’t do that,” says the driver. He has a broad Boston accent. “Why?” “We just do local jobs. Never been West of Framingham in my life.” “Well, I know the way,” says Larry. “No problem.” “Look, sir, I cuhnt take you down theah. That’s not what we do,” his accent grows broader. “Try your office,” says Larry. “Maybe they have someone else who can take us down.” The driver tells Larry, again, that they don’t do long trips but does try to call. He can’t get a dial tone on his cell phone. Larry has intermittent dial tone but gets a fast busy when he tries the number the driver tells him to call.
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“Whole city is fucked up,” says Larry. “Everybody’s trying to call at he same time to say they’re gonna be late getting home or change their reservations or something. Look, let’s try this.” He hands the driver two 100 dollar bills. “You can say we hijacked you or something. Don’t worry, my banker friends’ll make everything okay with your boss. There’s two more of those for you when you get us to New York. And a hotel room at the W, too.” “Don’t wanna stay at no W,” says the driver, but he folds the bills and puts them in his shirt pocket. “They got queahs theah.” “They got what? says Larry. “Queahs, queahs always stay at Ws.” “Queahs? Oh, you mean ‘queers’ — gay people,” says Larry amused. “Do you mean Versace? Elton John? Who d’you mean?” “Who? I don’t know those guys. Just queahs.” “He thinks it’s the ‘Y’,” says Donna angrily to Larry. “This is a fucking nightmare. At least I thought we were going to get home tonight.” Larry laughs. “Don’t worry,” he tells the driver. “We won’t put you with any queers. This is the ‘W’, not the YMCA. You just get us there and we’ll keep you safe.” “‘W’… ‘Y’ — same thing,” says the driver. “Okay, first we gotta get outta this city. Looks like the ramps to the Turnpike down here’re blocked.” A few minutes later they’re in the Sumner Tunnel headed for Logan airport. “He’s taking us to Logan,” Donna hisses to Larry. “He’s just gonna dump us there to get rid of us. We’re gonna end up spending the night at the airport.” Larry rolls the window down again. “Why are we going to Logan? It’s closed.” “I know,” says the driver smiling. “That makes it the best way outta town. Trust me.” “Trust him,” Larry tells Donna. She turns angrily away and stares out the window at the grimy yellow tunnel walls. They are the only car in the tube. When they arrive at the airport end of the tunnel, they snake through local streets on the periphery of the airport where snow-covered planes stand like ghosts of themselves and the rotating beacon lights only the underside of the falling snow. In a few minutes they are in a much newer tunnel. The driver rolls down the window. “Ted Williams Tunnel,” he tells Larry. “Leads right onto the Turnpike.” And it does. In a few minutes they are on the almost empty Mass Turnpike Extension in a canyon sunk below the old streets of Boston. Few cars can join them because most of the ramps are blocked by cars and even semis that have slipped on the greasy snow. The Turnpike, itself, is being sanded and salted by a fleet of trucks and they can and do easily make fifty on it. “Okay,” says Larry. “We’re going to New York. Nothing stops hackoff. Bet the antihack guys are stuck and going nowhere.” “Good job, Larry,” says Rachel Roth. The bankers have been very quiet during the commandeering of the limo. “It will be nice to get home tonight.”
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“You’re welcome,” says Larry. “How did things go at Semper?” asks Rachel. “We haven’t heard anything from the salesman, but that’s probably just because of the weather.” “Tommy Chen was hard on us,” says Larry. “But Donna cheered him up. I think we’ll be okay.” “Good work, Donna,” says Rachel. “Yeah,” is all Donna says. Then: “Larry, these mood lights are obnoxious. Can you get your friend to turn them off, please?” At the moment, everyone is purple. By the time Larry has the window rolled down to the driver, they are red. The driver is sorry but he doesn’t have a switch up front for them, maybe there’s something in back. Do they want him to pull over so he can look for it? Larry says they don’t; he’ll look himself. They play musical chairs as Larry searches the back of the limo. He finds some warm soda; a package of condoms (opened); controls for the heat; controls for the radio; a switch that turns on white lights; but nothing for the mood lights. “Skip it,” Donna says. They are all blue now. There is a long bench seat down the left side of the limo. A smaller bench seat goes across the back and the door on the right side opens just forward of that. There’s a bar with dusty glasses and the warm soda. In front of that and behind the driver’s window is a single seat. Larry and Jason are sitting on the side seat. Donna is nearest the door on the back seat. Rachel is as far from her as it is possible to be on the other side of the back seat and kitty-corner from Larry. “When do you think we’ll be in New York?” asks Rachel. “Depends on the roads,” says Larry. “Probably after midnight at this rate. I’m going to have the driver stay away from the Coast. In this weather, there’s usually less snow inland.” “Are you interested in meteorology, Larry?” Rachel asks. “No,” says Larry. “I’m interested in mushrooms but they grow in weather.” “Mushrooms?” asks Rachel. “I didn’t know about that.” They make small talk for a while. Larry’s mushroom hobby and some recent mushroom hunts he’s been on. Rachel’s relationship with Ahmed. They still live together. Ahmed met her parents and it went okay. Sort of. She still hasn’t met Ahmed’s parents. He still isn’t very romantic. He has a good new job, though. He is New York liaison for a Palestinian group helping to outsource jobs to Palestinians in what he calls the ‘occupied territories’ — not that he’s very political. “What was Davos like?” Rachel asks. “If there was such a thing as an establishment, this would be it,” says Larry. He tells her about all the famous people who were there and about the demonstrators who suddenly disappeared. Jason is working on his computer in the dim and shifting light. Donna is silent. Eventually the silence spreads. “I’m gonna try to sleep some,” announces Larry. He tells the driver to take Route 84 towards Hartford — it’s either south or west, he’s not sure which
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— at Sturbridge. Then stay on 84 through Hartford. Make sure to wake him, Larry, up when they cross the New York border for more directions. Larry’d be glad to drive if the driver is getting sleepy. The driver explains that he can’t let Larry drive because he doesn’t have a limo license, but he’s fine, used to working double shifts, and this is easier than Boston traffic. Larry congratulates the driver on being west of Framingham for the first time and asks Jason to take the single seat so he can stretch out. Jason is glad to. “Before you go to sleep, Larry,” says Rachel, “let’s find out how many people want hotel rooms in New York besides the driver. Larry, you already have a reservation at the ‘W’ so I assume you don’t want to go back to Atlantic Highlands?” “Louise is away,” says Larry. “Yeah, I’ll stick with the ‘W’. Protect the driver from the ‘queahs’.” “Donna?” asks Rachel when Donna doesn’t say anything. “I’m sleeping at home,” says Donna. Turns out portions of Route 684 around Golden Bridge, New York are closed because of flooding. Larry, waking from a deep sleep when the limo stops at the police roadblock on 684, realizes that he is in a part of the world that he visited intensely many years ago during a short-lived romance with a distant relative of the Rockefellers whose estates still dominate the tops of the rolling hills. Half-awake and half-asleep, he fashions a bypass with only or two back-trackings on the dark, wet two lane highways of the region. Still, it is very late — close to 2:00 AM — when the limo enters upper Manhattan. The apartment Rachel shares with Ahmed is in Morningside Heights so dropping her off is the first stop. “Ahmed coming down to let you in?” asks Larry. “Don’t want to just drop you on the curb this time of night.” “No problem,” says Jason. “I’ll get out here, too, and see her in. Easy enough for me to take the subway to Brooklyn then.” “You sure?” asks Larry. “We could easily get you a cab from the ‘W’. It’s a long subway ride this time of night.” “No problem,” insists Jason. He and Rachel get out. Larry has the limo wait long enough to see them both go in, then instructs the driver on heading downtown towards Donna’s brownstone on 95th Street. Once the car is under way again, Larry moves to the back seat next to Donna. “You think they’re fucking?” he asks. “Maybe Ahmed the Arab isn’t even home.” “Don’t care,” says Donna. “But if you looked somewhere besides at her ass you would’ve seen that a light went on upstairs just as they were going in the downstairs door.” “Is Francis home?” asks Larry. “Doesn’t matter,” says Donna. “What do you mean,” says Larry. “Doesn’t matter to whom?” “Doesn’t matter to whether I’m going home tonight. I am.”
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“Well, I was thinking that … if Francis isn’t home … I do have the room at the ‘W’…” No answer from Donna. Larry continues: “It’s sort of a tradition with us that we relive our youth after we pitch Tommy Chen at Semper. I mean…” “Forget it,” says Donna. “I’m going home.” When the car reaches Donna’s brownstone, it double-parks, blocking the narrow street and Larry gets out with Donna. She has her key out and opens the first door swiftly but fumbles for a minute with the key to the second. Meanwhile, a cab honks raucously to move the limo out of its path. “Go ahead,” says Donna. “Your ride’s leaving.” “He’ll just circle,” says Larry. “I’ll make sure you’re in safe.” “You’re very gallant tonight,” says Donna, “making sure all the little girls get home safe. If you want to get laid, I suggest you go back to Atlantic Highlands.” She manages to open the second door; lights come on but no husband appears. “Louise is away,” says Larry. “See you at the Jockey Club in the morning.” “So, look, this is the ‘W’,” says Larry to the driver, when they arrive at the front doors. “We’ll get you checked in somewhere safe from the ‘queahs’. Maybe the doorman’ll know where you can park the limo.” “I’m gonna drive back to Boston,” says the driver. “Got a job tomorrow afternoon I don’t wanna miss.” “You sure?” asks Larry. “Drive all the way back? You gotta be exhausted.” “Like I said, I’m used to it,” says the driver, “and the weather’s cleahed up.” The sky has been washed clean and cold stars are visible in midtown Manhattan. “Good luck,” says Larry. He gives the driver the extra 200 dollars he’d promised plus another 100 as a tip. When Larry goes to the desk to check in, the woman at the desk tells him that someone has already checked in for his room and is in it. Of course, for security reasons, she can’t tell him who that is or give him the room number. Larry complains loudly enough to draw both a security guard and the night manager who does consent to have Larry call the room although without revealing the room number. Security looks like he would just as soon arrest him. “Hello,” says a sleepy-sounding Louise. “Louise? Aren’t you at your mother’s?” “Obviously not,” says Louise. “Is something wrong?” “No. I wanted to surprise you,” says Louise. “I didn’t want you to come home to Atlantic Highlands when you have to be in New York so early in the morning so I made up the story about going to my mothers and came here to surprise you instead. Of course, I did think you were going to get back a little
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earlier than this but the Barcourt travel office kept me informed about the weather and everything…” “How about letting me come up? What room are you in?” She gives them the room number but ‘W’ security insists both on verifying with her and checking his ID before letting him go up. “I’m sorry, sir, but we have to be very careful these days.” Louise is in a new negligee. “I was hoping to have you to myself for a little longer,” she says. “What time do you have to get up?” “Got to be at the Jockey Club at 8:15 for an 8:30 breakfast,” says Larry. “So up at seven. Hey, that’s a whole four hours from now.” “Maybe we better just sleep,” says Louise. “Snuggle me.” “How did you manage to check into my hotel room?” asks Larry. “How come all that security didn’t stop you from checking in?” “Barcourt arranged everything. The hotel knew I was coming. I called that nice banker lady, Rachel. She thought it was very romantic — of course, we’re probably old enough to be her parents. Anyway, she put me in touch with the travel people there and they arranged everything.” “Yeah, everything except letting me in,” says Larry. “Did Donna know about this?” “Yeah, I originally called her to see if she and Francis wanted to join us for a late dinner so he and I could listen wide-eyed and open-mouthed to how well the two of you did in Boston. But he’s out of town and she said she just wanted to get home and collapse in her own bed for a night. Why?” “Nothing,” says Larry. “She was acting a little strange. Maybe just that she knew your secret.” “How’s your secret?” asks Louise cupping his limp genitals under the blanket. “Thanks for surprising me,” says Larry as he touches her clitoris lightly with the side of his thumb. “How’re your secrets?” On the way back to Boston, the driver calls his cousin’s husband: “Okay,” he says, “I heahed a lot about a company called — get this — hackoff.com. Maybe Semper’s gonna buy some more of their stock and maybe they ain’t but this company’s got some problems. The CFO’s a broad and the CEO’s trying to fuck her, for one. I figuh you’ll know what to do.” ### On March 9, 2000 the NASDAQ reaches its all time high and closes above 5000 for the first time ever. The close above 5000 makes a little news but all time highs are now routine. NASDAQ set a new high three trading days before and the day before that and the day before that. On March 10, NASDAQ trades above 5000 all day and makes another (yawn) all-time high. On Monday, March 13, the NASDAQ is down more than 100 points although it shows some strength late in the day On March 14, the NASDAQ closes back down below 4800.
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“A needed correction,” the analysts say, “after such a long run-up.” It is generally agreed that this is a buying opportunity as the market “consolidates its gains”. Hackoff.com stock is down with the market, and on March 15 closes at 110 3/16 while the NASDAQ itself descends though 4600. Larry complains about how much less money the company and he and Louise will raise in the secondary, but is reasonably sanguine as he notes that antihack is down about the same percentage as hackoff. By March 23, the NASAQ has, as everyone knew it would, recovered to near the 5000 level. Predictions for when it will go through 6000 are fashionable and range from one to ten months. Only the most dour pessimists think it will take a full ten months to get to the next milestone. By March 23, antihack is also trading near its all time highs again. But hackoff.com closes below 100 for the first time since it climbed through the century mark on January 11. It is now off more than thirty-five percent from its high. “Y’all’s stock is behavin’ like a whipped puppy,” says the man whose Stetson is hanging from the back of his office door. It’s 3:00 PM in Fort Worth and the market has just closed in New York. He shows Larry and Donna the closing quote on the big screen on his desk. “It trails the market, some,” says Larry. “Its strength is the great portfolio we’ve got, so people overreact a little when NASDAQ is down and it takes a few days for them to get their confidence back. This is a great buying opportunity and the secondary makes it even better; you can pick up a sizable position without moving the price up. Once NASDAQ is clearly on its feet, the stock’s gonna be happier than a hound dog with two pricks, trust me.” “How is y’all’s bizness doin’? You gonna show an operatin’ profit this quarter?” “I’m glad you asked that,” says Larry. “Everyone asks us about the stock price and forgets about the business. We’re doing fine. Got some real good stuff in the pipeline, too. And we’ve been making some money when portfolio companies get acquired even though we haven’t actively been selling.” “But what about operatin’ profits? Y’all gonna have some?” “That’s what they say,” says Donna. “Analysts are predicting that hackoff will start being profitable this quarter.” “They’re sayin’ y’all are goin’ to have an operatin’ profit this quarter; not just a profit from sellin’ some stock?” “That’s right,” says Donna. “That’s the guidance. Of course, we can’t comment on that.” “‘Course not, ‘course not,” says the man. On his coffee table, there is a genuine Remington of a mountain lion sinking its teeth into the shoulder of a stag. Horns from another stag are above the door on which the Stetson hangs. The coat hook is a brass replica of deer horns. “But, are y’all ‘comfortable’ with what the analysts say about your profits? I mean your operatin’ profits, not what y’all make sellin’ stock.” Donna hesitates and the man looks less sleepy.
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“We talk to them all the time,” says Larry. “We’re always talking to the analysts. They have a good handle on what we’re doing.” “So they should know what their talkin’ about when they say y’all are gonna have an operatin’ profit?” “They should,” says Larry. “Ma’am, is there something you’re uncomfortable with?” the man asks Donna. “I’m very comfortable,” says Donna and smiles full dimple. “Great office you’ve got. Lots of horns. Did you kill some of them yourself?” “Sure did,” he says. “You comfortable with those analyst numbers?” “I’m the one who talks to the analysts,” says Donna. “But are you comfortable with what they say?” “Shaw am,” says Donna promptly. “I am.” “Okay. So long as we understand each other,” the man says. “Now why don’t y’all show me those slides you got?” “He’s not as dumb as he looks,” Larry says to Donna afterwards. “No,” says Donna, “but at least he didn’t say anything about a dog with two pricks or whatever that was. Where did you get that?” “I don’t know,” says Larry. “Someone from West Virginia said it, I think. Just wanted to talk to him in a language he’d understand.” “Sounded pretty dumb coming from you.” “Your hesitation didn’t help,” says Larry. “This may be Texas but he picked that up in a New York minute. What are you nervous about? You know we’re going to have a profit this quarter.” “I AM nervous,” says Donna. “We SHOULD have an operating profit. We sure as hell guided the analysts that way and I wouldn’t have done that if I didn’t think it was a slam dunk. But the sales figures didn’t look great in February. We’re still on track but the numbers are soft. Are you ‘shaw’ we’re gonna have an operatin’ profit?” “Let’s get ‘shaw’,” says Larry. “I’ll have Marcele set up a call with Frank for us tonight.” # Larry and Donna are in Larry’s room at the Four Seasons in Houston which is where they will be pitching tomorrow. They’ve just connected with Sales VP Frank Folger on the conference phone. “Where are you guys?” asks Frank. “Fucking Houston,” says Larry. “How’s it going?” ask Frank. “How do you think it’s going with the stock down thirty percent?” says Larry. “What’re you doing to help?” “I’ve got some good news for you, boss.” “I can use it. What?” “Got the iHudson deal.”
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“They signed? Great!” “They’ll sign tomorrow; I’m sure of it.” “It’s not signed until it’s signed. What kind of bullshit is this?” “They’ll sign tomorrow, trust me,” says Frank. “I’m playing golf with the CEO tomorrow afternoon. It’s in the bag.” “Okay,” says Larry. “That’s good, if it really is. Is Eve working on the press release?” “There’s a little problem there…” “What? What little problem? The whole point is to get the press release out and get the stock back up before we price this fucking secondary. I told you that.” “They haven’t given us clearance on the release,” says Frank. “They’re sensitive about that, so they took the standard PR permission out of the contract.” “Get it back in.” “I don’t think we want to do that, boss. It’ll slow things down. We don’t want this going back to the lawyers; we want it signed by the time the CEO and me tee off. Otherwise it can get delayed forever.” “Jesus Christ. Okay, sign the fucking contract, but be sure you get permission from the CEO before you finish your round of golf.” “I’m on it, boss. Marcele said you and Donna want a sales update. I emailed you some numbers. Did you get them?” “I’ve got them,” says Donna. “They don’t look very good. You’re not going to make your quota this quarter.” “Well, I’m being conservative but things are soft…” “Why?” asks Larry. “What changed? You said you were being conservative when you gave us the original numbers for the quarter.” “You were pushing for profitability,” says Frank. “You were pushing us to stretch.” “You committed to those numbers, Frank,” says Larry. “You looked me in the eye and you said you were going to make them. Now you’re telling me you’re not. What the fuck is going on?” “Deals aren’t closing when we think they will,” says Frank. “And the iHudson deal took a lot of work, but there isn’t much money in it. You wanted us to do that one.” “Don’t throw iHudson back in my face,” says Larry, “because you guys couldn’t close it without practically giving the license away. What kind of deals aren’t closing? Is it all salespeople? Some salespeople? All segments?” “Well, I really haven’t had time…” “It looks like we’re way below forecast on small equity deals,” says Donna. “We’re not doing bad with the cash deals with the porno sites. The late stage equity deals look okay. But we have way less small deals than we thought we would.” “It does look like that,” says Frank, “if you look at it that way.” “Why?” asks Larry.
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“Let me talk to some of the sales people and get back to you on that, boss.” “I don’t have time for that bullshit,” says Larry. “It’s your job to be talking to the salespeople. It’s your job to look at the numbers and know if there’s anything fucking wrong and to figure out what and fix it. Donna shouldn’t have to figure out where the problem is. Fucking THINK. What’ve the salespeople been telling you? What are their excuses?” “Well, accounting has been turning down more of our equity deals,” says Frank. “I can’t get them through Donna’s people.” “They turn them down when they don’t meet our rules,” says Donna. “That’s nothing new. You’ve been sending us more crap lately and we’ve been sending it back. You’ve been sending us equity deals from companies that haven’t raised even first round financing yet. Is that what you’re talking about?” “I think so,” says Frank. “It seems like financing has sort of slowed down. A lot of prospects we thought would’ve closed their financing by now haven’t. But we know they will, so we’ve been trying to get the deals approved…” “You don’t know they will,” says Donna. “That’s bullshit. You don’t know why they aren’t closing their financing and you don’t know that they ever will. That’s why we turn down those deals. There just a bullshit way for salesmen to get paid without making a real sale.” “Well, that’s what’s hurting us,” says Frank. “We can’t book sales if accounting won’t approve the contracts and we can’t make these companies close their financing any faster than they are.” “So now you understand why you aren’t making your numbers,” says Donna in a dangerously low voice. “Now you understand, and it’s all Accounting’s fault. Ten minutes ago you didn’t have the slightest fucking idea what was wrong and now—” “Okay,” says Larry. “Now we know something. We know we’re not closing the small equity deals and we know — or Frank thinks he knows — that it’s because the new companies aren’t completing their financing as fast as they thought they would. And we know this could mean that we don’t meet our fucking numbers for the quarter. And we know we have to meet or exceed the numbers. No fucking question about that. Not this quarter. So what the fuck are we gonna do about it?” “I have three ideas, boss, if you want to listen to them,” says Frank. “That’s amazing in a guy who didn’t even know he was in trouble until we asked,” says Donna. “Let him talk,” says Larry. “Go ahead, Frank.” “One: seeing this quarter is so important, we could add a kicker to everyone’s comp in sales to make sure they focus and bring stuff home…” “Forget that,” says Larry. “What’re your other two ideas?” “I’ll get back to you on that one, boss,” says Frank. “Anyway, another thing we can do is loosen up on the criteria for approving these sales. If we take a chance on the guys who haven’t closed their first rounds yet, if we cut them
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some slack, they’ll be very grateful and we’ll get the sale. They can’t buy from antihack before they get their financing because they have no cash or credit…” “We’re not going to do that,” says Donna. “We have those rules for a reason.” “I don’t see why,” says Frank. “Suppose just for the sake of argument that some of them don’t get financing. It’s not like we’re out anything. Another copy of the software doesn’t cost us anything. And when they do get financing, we’re in like Flynn. I always thought this was a stupid rule. I…” “What’s your third idea, Frank?” asks Larry. “We’re doing good on the cash deals and the bigger equity deals. We could do even better if we didn’t bargain so hard.” “We don’t lose any deals on price,” says Larry. “No, we don’t,” says Frank. “But price slows them down. Our prospects hold out, thinking we’ll cave. We don’t, and usually they sign if antihack doesn’t get to them, but it costs us time. If we offer ‘em an incentive to close before the end of the quarter, then we can get some of the good stuff out of the pipeline in time to help us.” Donna is making a time-out signal. She mutes the phone. “Don’t agree to anything, Lar,” she says. “We’ve got to talk.” “Frank, do you have any other ideas?” asks Larry. “I really think we should revisit a special incentive for sales…” “Do you have any other ideas?” “Not right at the moment. What do you want me to do?” “This sucks, Frank. Donna and I gotta talk it over. We’ll get back to you. And don’t forget to get permission for the fucking press release from iHudson.” “You got it, boss.” “Jesus Christ,” says Larry after he hangs up the phone, “I don’t believe it. We’re stuck managing to quarterly results. How many case studies did we look at in B-School like this? Management optimizes for the quarter and loses the company. This sucks.” “We wouldn’t be here if you hadn’t told the analysts to expect an operating profit this quarter,” says Donna. “No one cared if it was this quarter or next quarter or even the quarter after that.” “You gave them that guidance, not me,” says Larry “You’re the one that talked to Braxton.” “This is bullshit, Larry; you know you told me to make the guidance specific. You would have opened the window and shouted it out if I didn’t tell Braxton that.” “Well, look, you didn’t put up much of a fight. You want this secondary to price high every bit as much as I do, maybe more.” “Yeah,” says Donna. “I do need this to succeed more than you do. I’m only selling 100 thousand shares not 320 thousand. I’m locked out of the shoe. You’re the one getting the big bucks even at today’s price.” “Right,” says Larry. “You’re only going to make ten million bucks. I’m so sorry you’re getting stiffed. Now do you want to stop whining and figure out what we tell Frank to do about the quarter or do we just let him figure it out
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himself? Maybe we just don’t worry about the quarter until it’s over. The secondary’ll be priced by then.” “It’s too late not to worry about the quarter,” says Donna. “We have Frank’s email.” “So?” “I mean if we sell this secondary based on guidance that we’re going to have an operating profit this quarter — guidance that you and I have been saying we’re comfortable with — and then we DON’T have an operating profit, after the stock tanks the investors line up to sue us. I know how it works; my husband’s in the business. But usually management doesn’t make it as easy for the plaintiff’s lawyers as we’re about to. So the question is: What did we know when? If we were just stupid, if we had no possible way to know, if we were affected by a war or a plague or something, then maybe we get away with a settlement that’s not too bad. The lawyers get some money but the plaintiffs get coupons or something. But we’re in it deep. “The first thing that happens once the suit is filed is all the email gets subpoenaed. There’s this nice note we have here from Frank. ‘Dear Larry and Donna: We’re not going to make the numbers. So sorry. Frank. PS: Now you know and you’re on the hook.’ That’s what he might as well have written. And in case you’re even thinking of deep-sixing Frank’s email — and putting ourselves completely at his mercy, by the way — where do you think he got the numbers? He can’t add two and two by himself, so there were probably fifty emails today and ten people involved in Accounting and Sales putting those numbers together that he sent us. So what do we do now, Mr. CEO?” “For one thing,” says Larry, “we don’t panic. And we stick together or we’re both fucked, as you just pointed out so eloquently.” “And?” “We only have two choices,” says Larry. “Obviously, we can change the guidance now that we have Frank’s letter. That pisses people off. That tanks the stock. But I don’t see how we get sued since we didn’t hide anything.” “We’ll get sued anyway,” says Donna, “but probably we could win. But don’t kid yourself; there is no secondary if we change that guidance. Barcourt’ll pull it so fast your head’ll spin. Their analyst is left high and dry. They can get sued. No way we do a secondary if we change the guidance. And we need to do that secondary. We need to get some more cash into hackoff and we need to take some money off the table ourselves. It’s time we made some money.” “Okay, that’s just one alternative,” says Larry. “The other is to make sure that we do have an operating profit. And that means we do some of the shortterm shit that Frank is recommending even though we don’t want to so we make the numbers. We hold our noses and we do what we have to do. Certainly won’t be the first management team to have to scramble to deliver what they promised. Hopefully, we don’t have to do this again.” “Hopefully you don’t give any more stupid guidance,” says Donna. “Okay. How do we make the numbers?” “The easiest thing, seems to me,” says Larry, “is you ease up some on those companies who haven’t closed their financing yet; let Frank book some of
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those sales. You figured out that’s where the problem is. And Frank’s right, if some of them go south, it doesn’t really cost us anything. Not like we have a cost of goods or anything.” “We pay commission to the fucking salesmen,” says Donna. “That costs us something. Are you gonna take the commission back if the customer ‘goes south’?” “Sure, why the hell not? That’ll discourage them from trying to book just any old shit.” “No it won’t,” says Donna. “They’ll still throw shit up against the wall to see if it sticks. Doesn’t cost them anything to try, so they’ll do it. Worst that happens to them we take the commission back — if you REALLY do that, which I doubt. Anyway, booking crap isn’t going to solve our problem.” “I sure as hell WILL take the commission back. But why doesn’t this solve our problem? You’re the one who said we’re on plan except for not booking enough of the little stuff.” “Three reasons,” Donna says. “One is that even if we allowed all these ‘pre-financing’ companies, we haven’t turned down enough of them that we’ve been getting to make up the gap. For some reason Frank hasn’t told us — probably doesn’t know — new companies aren’t coming in as fast as they did. Two is that we have no real way to value the companies if they haven’t even closed one round of financing, so we can’t book a hell of a lot of revenue from the equity they give us. That’s just one of the reasons we have a rule against equity deals for these wannabes. And three is it’s almost the end of the quarter. We just can’t nickel and dime to a profit in the last two weeks. We’re too far behind.” “Okay,” says Larry, “then we gotta run a quarter-end sale and close some of the big ones in the pipeline. That’s what you’re saying.” “I guess. We really don’t want to train customers to wait until the end of the quarter to get a deal. I’ve audited companies that get in that trap and it really sucks.” “Shouldn’t be too much of a problem for us,” says Larry. “For better or for worse — this time I think it’s for the better — we sell to new customers every quarter. Not like we’re selling them computers or routers or something and have to come back every quarter looking for new orders from the same buyer.” “I hope you’re right,” says Donna. “I mean I hope the word doesn’t get around that hackoff runs quarter-end sales.” “We don’t really run a sale,” says Larry. “I’ll be very clear on that. I’ll just give Frank some price discretion and tell him to use it very carefully to close a few elephants. Costs us a little money in the long run but should bring the quarter in where we need it to be. And also you should look again and see if there are some of those little guys in the queue that you can let through and pick up some change.” “You gonna tell Frank this?” says Donna. “You gonna explain the rules to him? What’re you gonna tell him about us letting them book the wannabes?”
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“You think I have to tell him anything about that?” asks Frank. “They’re still submitting them. You could just approve a few and then stop approving them when the quarter’s in the bag.” “I’ve got to tell my people something,” says Donna. “They know the rules and now I’ve got to tell them to do something they know is dumb. Also, you were going to tell them that commissions are reversible on these. I knew you’d chicken out on that.” “I’m not ‘chickening out’ on anything,” says Larry. “I’ll tell him we’re doing a pilot program. Gonna take a chance with a few of the best of these — you decide which, not him — and we’ll see if it works. The rules are: they still need Accounting approval and commissions are reversible. Unless it’s some kind of huge success, we’ll dump it next quarter but I won’t tell him that yet. ...I’ll call him now. You wanna be on the call or a fly on the wall?” “I’m going to call my husband,” says Donna. “I’ve had enough of Frank for one day.” “See ya… Wait a minute. All this quarter stuff reminds me. Did I tell you to sell your Big Router stock?” “No,” says Donna, “you didn’t. You get a hot tip from Joanne Ankers?” “No,” says Larry, “but I have heard they’re not gonna have a great quarter either. Of course, I don’t mean the ‘either’ part. I’m ‘shaw’ we’re gonna have an operatin’ profit, padnuh.” “See y’all,” says Donna. ###
Email, March 23 - 24, 2000
From: Sent: To: Subject: Team: I know you all know how important it is that we make our numbers this quarter. I’ve been working with Larry to find ways to make this more profitable for you and a SLAM DUNK. First the profitable part. There’ll be a TEN PERCENT kicker on commissions for everyone coming in at or above quota! This is your chance to really make money. But you got to make quota. Almost don’t count. Now the SLAM DUNK part: Frank Folger Thursday, March 23, 2000 All Sales End of the Quarter
10:01 PM
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We’re having a QUARTER-END SALE. Make SURE your prospects KNOW that. Make SURE they ACT on it. Contracts MUST be signed by March 31 to count. There is NO SLACK. YOU and YOUR CUSTOMERS MUST ACT FAST. Do it! I will automatically approve any discount up to 20%. Try not to do more than that but, if you need more to close, come talk to me. We are now going to be able to book sales to customers who haven’t closed their first round of financing yet. I made sure management heard your concern about that. We still need approval from the bean counters but the difference is now we’re going to get the approval. I KNOW YOU CAN DO IT. I KNOW YOU WILL DO IT. HAVE FUN and MAKE MONEY. Frank
From: Sent: To: Subject: Oliver:
Frank Folger Thursday, March 23, 2000 Oliver Stonewell ihudson
10:15 PM
Why haven’t I seen the paper on this yet? I’m getting nervous. Their CEO and I tee off tomorrow at 1PM. USE THAT to get the contract signed. Also you know it makes a big difference to the secondary that we get a press release out on the signing ASAP. Don’t let this fuck up the close but as soon as you’ve got their John Hancock on the dotted line it’s your job to make sure they give us permission. I couldn’t get you extra comp for this and I know it doesn’t put any immediate money in you pocket — except it WILL make the stock go up — and I got a promise from Larry which you can trust me to remind him of that we’ll be thinking about the press release when it’s time to do your next option grant. I’m counting on you, buddy. GO DO IT. Frank
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From: Sent: To: Subject: Frank:
Oliver Stonewell Friday, March 24, 2000 Frank Folger RE: ihudson
9:02
AM
The extra discount you authorized yesterday did it! iHudson is closed. They faxed me the paper. Had to go to 25% but I know you wont have a problem with this. Am working on the press release now but they buyer is not all that close to PR. Obviously I’ll do what I can but it’s going to be hard. I’ll certainly earn those extra options. Hit em hard this afternoon. Oliver
From: Sent: To: Subject: Larry:
Donna Langhorne [mailto: [email protected]] Friday, March 24 , 2000 9:40 AM Larry Lazard FW: End of the Quarter
I assume you haven’t seen the email below I’m forwarding to you from Frank. The fucking idiot declared an end-of-quarter sale. And says we’re going to approve all the shit wannabes he brings in. And looks like you approved extra commission for those assholes. And you probably don’t know that Oliver gave iHudson another 25% off on top of the 50% we already gave them. And that one was supposed to be already in the bag. I’m really not happy with all this. Maybe you’ll explain to me why Sales gets to run the company. ###
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March 28 is the last day of the hackoff.com roadshow. The team is in Madison and then Milwuakee to visit with a bank, several large mutual funds, and the State Retirement Fund. The people they meet with are midwestern friendly and laid-back, but nervous. They are watching NASDAQ sink back below 4900 on their screens and don’t pay full attention to the hackoff pitch. Stocks which are up for the day show green on the screens and stocks which are down show red. “I had to stop myself from looking at the screens,” says Larry. “So much red.” “You didn’t stop yourself from looking,” says Donna. “I was afraid you were going to stop your pitch all together, you were going so slow.” They have just come out of a large bank downtown and are walking the few blocks to the Pfister Hotel where they have rented a room for the conference calls they need to officially price the hackoff secondary. At 3:00 PM in Milwaukee — 4:00 PM in New York — Larry pushes the button on his cell phone to call the robot that will give him closing prices. hackoff is down 11/16 and closed at 99 3/8. “Shit,” he says, “under 100 dollars. Our timing wasn’t very good. NASDAQ got clobbered.” Since secondaries are priced based on the market close, the conference calls from the rented room at the grand old Pfister, where hi-tech polycom phones look out-of-place, are pro forma. Barcourt recommends a price of 99 1/4. Larry argues for 99 3/8 but surprisingly mildly. He calls the 1/8 below the closing price a “tip” for Semper — who did, after all, buy in the secondary. He doesn’t explode, though, and says he’ll call his Board of Directors. Franklin Adams and Joanne Ankers, along with Larry, are the Pricing Committee. Franklin is ten minutes late for the call so Larry, Donna and Joanne have to make small talk. Aaron Smyth is also waiting silently on the call. “How was Houston?” asks Joanne. “We’re in Milwaukee,” says Donna. “I know that, Donna,” says Joanne, “but I was asking about Houston. How was that?” “Smelly. Smelly and hot,” says Larry after waiting to see if Donna will answer. “I was born there,” says Joanne. “Grew up there. My family still lives in and near Houston. It’s really a great city.” “Right,” says Larry. “Lots going on.” “How does the quarter look?” Joanne asks. “Not done yet,” says Donna. “Are we going to make our numbers?” asks Joanne. “We should have our operating profit,” says Donna. “I don’t want to be more specific than that. We’re not closed yet.” “You must have a pretty good idea,” Joanne insists.
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“Joanne, I’ve been on the road nonstop for the last two weeks. I’ve told you what I know and I’m not going to tell you what I don’t know. How does the Big Router quarter look?” “That’s not really relevant,” says Joanne. “We’ll do our earnings statement in a couple of weeks.” Franklin Adams has joined the call. “I keep hearing these rumors,” he says. “About hackoff’s quarter?” asks Joanne. “No, we’re not famous enough yet for rumors,” says Franklin. “I keep hearing that Big Router is having a hard time this quarter. I know that the Big Router salesmen are offering ad-Ventures’ portfolio companies big incentives to buy before the end of the quarter.” “Speaking of incentives,” says Larry, “Barcourt wants us to price at 99 1/4 so they can give a 1/8 tip to Semper and Fido.” “Is that what they said?” asks Joanne. “Just recommended the price,” says Larry. “Just don’t see why we shouldn’t price at the close except to help them with their favored accounts. Antihack priced yesterday right at their closing price.” “Antihack is more complex with their debt issue,” says Franklin. “I don’t think they got quite what they were hoping on that. Larry, I’d say we should go with it. You guys have done a good job in a tough market. I think we’re lucky to get done at this price even though we all hoped it would be higher. And, remember, the lower the price, the better chance the shoe goes — although an eighth doesn’t really make a hell of a lot of difference.” “You think the shoe’s at risk?” asks Larry in an elevated pitch. “This market makes me nervous,” says Franklin. “We should be okay, but the market is not well. Anyway, got to run. I move we price at 99 1/4. Aaron, is that what we need legally?” “I’ll write it up with the boilerplate,” says Aaron. “Is there a second?” “I second,” says Joanne. “I’ll hold my nose,” says Larry. “If there’s no dissent, I guess this passes unanimously. Thank you, everyone.” “Good work, Larry and Donna,” says Franklin. “Thanks,” says Larry. “One more thing,” says Franklin. “What’s that?” asks Larry. “You’re rich,” says Franklin. “Good night.” “Good night,” says Joanne. “Right,” says Donna. “Good night.” # The company raises about ninety-five million dollars net of commissions. Larry and Louise sell 270 thousand shares for over twenty-six million after
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commissions but before taxes. Donna gets 9.5 million; and Frank Folger and Aaron Smyth a little over six million each. Windaw & Wallar gets thirty-eight million dollars; ad-Ventures 34.2 million; Big Router Ventures 47.5 million; and assorted other venture firms 22.8 million. These are home runs for the venture firms. The shares they sold for a net of ninety-five dollars each cost them, on the average, two dollars per share. Larry and venture firms other than Big Router expect to get substantially more when the shoe is sold. Barcourt and the other banks earn almost ten million dollars in commissions. After the call-back to Barcourt in New York to tell them the price has been approved, the hackoff roadshow team, except for Jason, who is visiting a fraternity brother in Milwaukee, leaves the Pfister for the airport. Donna goes to the public terminal to fly to San Francisco where she is joining her husband for what she describes as a celebratory ride through the Napa Valley. So only Larry and Rachel board the jet for New Jersey. “How does it feel to be so rich?” Rachel asks Larry a little while after take-off. The copilot has their dinners warming in the microwave and they are drinking red wine and eating plump shrimp. “Not so good so far,” says Larry. “Maybe it just hasn’t sunk in yet. Maybe the money isn’t real yet. It doesn’t feel good to have priced at so much less than we thought we would. Remember, we were over 150 dollars when we got into this. I feel like we’ve been playing defense for the past couple of weeks and still getting pushed backwards.” “Larry, you couldn’t have done better in this market. I’ve been talking to my colleagues who are on the road with other companies. It’s brutal out there. For the first time people are actually worried about deals getting done. And I hear there are some companies that aren’t going out right now because the bankers want to wait and see. Anyway, I brought you something to celebrate.” She pulls a bottle of Wild Turkey 101 Proof out from under the seat where she arranged for it to be stowed. “Skol, as Gustav would have said.” “Thank you,” says Larry. “That’s very considerate. You remembered my favorite indulgence. I must’ve told you the story…” “You told me that you used to drink something awful in college.” “Kentucky Beau. Kentucky Beau was all I could afford,” says Larry. “I swore I wouldn’t drink it any longer than I had to. Just like I swore I’d stop selling blood once I didn’t need the money for dates. Been drinking better stuff and giving my blood away ever since I could afford to. Except when I was in jail; they don’t let you give blood in jail.” He pours and swallows a large gulp. “That must’ve been a strange time.” “You mean being in jail or drinking Kentucky Beau?” “Jail.” “Well,” says Larry, “it was an experience most people don’t have. As my Israeli friends like to say ‘that which doesn’t kill me makes me stronger’. In my case it was literally true. I wouldn’t have been able to start in the security consulting business if I hadn’t confessed to ‘Gotcha’. And, if I hadn’t had that business, no hackoff. And then I wouldn’t be rich and worrying about how that
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feels. Anyway, I’m not in jail now and I AM drinking Wild Turkey. Thanks for bringing it aboard.” He takes another big swallow. By the time the copilot gives him his steak, Larry is woozy from the Wild Turkey and spills gravy on his white shirt, tie, and suit pants. “Shit,” he says, then laughs. “Well, don’t need the suit tomorrow. I guess this is the right time to spill on it.” He takes the tie off, balls it up, and throws it in a trash receptacle. “Now you’re acting like a rich guy,” says Rachel. “Tie gets dirty, you throw it away.” She giggles. “You know,” says Larry, “before the IPO roadshow Louise had to go out and buy me a dozen white shirts. Bankers told her that’s what I’d need.” “It was me that told her,” says Rachel. “But I only told her ten. You need a two week supply since the first week gets laundered while you’re out for the second week and then you can use those again for the third week.” “Yeah, well I’m sure Louise got ‘em cheaper by the dozen,” says Larry still trying to mop gravy off his shirt. “Or else…” He laughs. “Or else she figured I’d spill on some of them. She knows me pretty well.” “How does Louise feel about all of this?” asks Rachel. “Don’t really know,” says Larry. “She’s like me. I mean we haven’t let ourselves really believe in it, don’t really believe in it ‘til it happens. Now we’ll have to see. Of course, her aunt wants to come and help us manage all our money. And so does every other banker and investment advisor in the world.” “Louise’s aunt is a banker?” “Yeah, she’s at Merrill. Does ‘wealth management’. How’s Ahmed?” “Oh, about the same as when you asked me driving down from Boston — that was fun, that night.” “Still not romantic?” “No, I don’t think that’ll change. But he is coming to the airport in Linden to pick me up when we get in. That’s sort of romantic. He knows Barcourt would have gotten a car for me.” Larry has another drink. He offers some Wild Turkey to Rachel who refuses. “It’ll grow hair on your chest,” says Larry. “No thanks,” says Rachel. “You must know from Louise, us Jewish girls don’t try to grow any extra hair.” Larry laughs hard. “That’s funny,” he says. “I must be getting drunk. I don’t think it would be that funny if I wasn’t … if I weren’t getting drunk.” He has a hard time controlling his laughter. Finally does, and has another drink when he can stop laughing long enough to swallow. “Thank you, Rachel,” he says. “The Wild Turkey was very thoughtful of you. Seriously, you did a good job for us on the roadshow. It was a tough one, but you did a good job. I’ll be sure to tell Harvey Maklin.” “Thanks,” says Rachel. “That would be helpful. It was a pleasure being on the road with you … with you and Donna. It’s good to watch a pro in action.” “Me or Donna?” asks Larry. His eyes are slightly unfocused.
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“Both of you,” says Rachel. “Good to watch PROS in action. You’re different, though.” “I certainly hope so,” says Larry. “I mean I never modeled swimsuits.” “Did she really do that? I’d heard that but didn’t know if it was true.” “Yup. I’ve got the Sports Illustrated she was in at home. I’ll show it to you sometime.” The jet stream is strong and blowing due east this evening so the trip is a short one and soon the small jet is on final approach to Linden Airport, the closest strip to Atlantic Highlands with a long enough runway. “Good job, Larry,” says Rachel softly just before landing. She leans forward and kisses him on the cheek. He reaches for her shoulder to embrace her but misses as the plane bumps down and she is pushed back in her seat. “Good job, yourself,” he says. By the time the airstairs are down, Louise and Ahmed are waiting at the bottom. Louise has red roses tied with a yellow ribbon. Ahmed has an umbrella for the light rain. “You’re drunk,” says Louise gently as Larry stumbles on the lowest step. “Thanks for the roses,” says Larry. “I always know you’ll be waiting for me. I think we did it this time. I spilled on my shirt, too,” he adds. They embrace and kiss. Ahmed and Rachel embrace chastely. “I hear we have a friend in common,” says Ahmed as the two couples walk back to the small terminal under a combination of Ahmed’s umbrella and one provided by the copilot. “Really, who?” asks Larry. “Mr. Assan. I represent him here in several matters.” “Mr. Assan? I’m not sure I…” “He met with you in Davos. Perhaps you are very tired now and…” “Oh,” says Larry, “Mahmud. You mean Mahmud. Not sure he’s a friend, but we certainly did meet in Davos.” “He sends his best,” says Ahmed.
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Initial Interview by NYPD Detective Mark Cohen 4/2/2003
Atlantic Highlands, New Jersey Louise Lazard (9:15 A.M.) Q: A: Q: Ms. Lazard, I know this is a hard time for you. I would like to express my condolences on the death of your husband. Thank you. Unfortunately, we must conduct these interviews quickly in order to get the most information from them; otherwise I assure you that I would not have disturbed you at this time. I understand. This is an informal interview. However, you do have the right to an attorney of your choosing. If you cannot afford an attorney, the City will provide one for you. Moreover, any statements you make to me today could be used against you in a court of law. This interview is being taped. Do you understand and agree to these conditions? Yes, although I’m not sure I should. Do you wish to be represented by an attorney? No, although I probably should. Ms. Lazard, you are absolutely entitled to be represented by an attorney. If you think you should, we will postpone this interview to allow you reasonable time to obtain representation. If you cannot afford an attorney, the City will provide one for you. I can afford an attorney; that is not the issue. Do you wish to be represented by an attorney at this time? I guess not. If, at any time during this interview, you wish to be represented by an attorney, please make that known and the interview will cease until representation has been arranged. Is that understood? Yes. I am now handing you a consent form in which you acknowledge that I have advised you of your right to be represented by an attorney and that you have elected to proceed without an attorney at this time. Are you comfortable signing this form? I’ll sign it. I do want to help.
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The transcript of this interview will show that you reviewed the consent form, signed it and handed it to me. What is your full name? Louise Levine Lazard. Was Levine your maiden name? Yes. Was your marriage to the deceased your first marriage? Yes. I would prefer that you refer to him as Larry, not “the deceased”. Yes, ma’am. Have you ever used any other names? No. Where and when were you born? I was born on November 1st, 1971 in Hempstead. Is that Hempstead, Long Island? Yes. What is your educational background? I attended a private Jewish school in Great Neck from preschool through third grade. From fourth grade through high school I went to a different Jewish school in Cedarhurst. Is Cedarhurst also on Long Island? Did you move? Yes, Long Island. It’s one of the five towns. We lived in Inwood — that’s another of the five towns — the whole time. I changed schools because my father decided that the school in Great Neck was too liberal; the one in Inwood was Conservative. Did you attend college? Yes, I went to BU. In Boston? That’s right, Boston University. Did you graduate from BU? Yes, in 1992. What was your major? How is this relevant? I don’t know. I never know whether the answers to questions are relevant until I hear them and maybe not even then. I do know this is a hard time for you and do appreciate your putting up with my questions. Okay. My major was Middle Eastern History. Did you continue that in graduate school?
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I didn’t go to graduate school; I married Larry right after I graduated from college. Where did you meet the de— uh, Larry? I met him at a party at the Harvard B-School. When was that? In 1990, my junior year. Did you start dating then? No. He was with Donna Reynolds — Donna Langhorne now. They were a thing then. Have you talked to her? I’m sorry; I’m not allowed to disclose anything about other interviews I may or may not have done. I don’t mean to be rude but I have to follow those rules. No problem; we all have rules. Thank you for understanding. When did you start dating ... Larry? About three months after we met. I heard they broke up and I called him and invited him to dinner. We dated on and off for the rest of that year. Then Larry graduated and went to New York City to work at the bank and I went home to Inwood for the summer. Did you see each other that summer? Not until I started living with him in August. I’m sorry to ask personal questions, but I know that you understand that I have to. How is it that you went from not seeing each other to suddenly living together? I had a fight with my father. He was very controlling and I used to give in all the time. One day I didn’t give in and he ordered me out of the house. I could have apologized and come back but, instead, I called Larry just to have someone to talk to, went to his place for a drink, and never left. I mean, I did leave to go back for my last year of college, but we couldn’t stand being apart. Larry would take the train or the shuttle or even the miserable bus up almost every weekend or I’d come down. I never moved back to my father’s house. How did your father feel about that? You know, at first he was very angry. But he really liked Larry; he thought he had a great future, and he liked the way he treated me. So he put up with the living together; he could never bring himself to visit us until we were married but he and my mom and Larry and I would get together for dinner in the City or we’d go out to Inwood for the day and all get along great. Then, once we were engaged, he was ecstatic, couldn’t do enough for us.
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Why did you get engaged? Because we were going to get married. It seemed a reasonable thing to do. What do you mean? I mean, why did you decide to get married? During those times people your age didn’t usually marry unless they were about to have children and you didn’t do that. Did you plan to have children right away? No. We didn’t plan to have children ever. We can’t; we share a recessive gene that would make that much too dangerous for the kid. We decided to get married because we wanted to be together. Our friends asked us the same question. My mother even managed to ask if I were pregnant after a lot of hemming and hawing. But I wasn’t. We liked surprising people. We liked surprising ourselves. And we loved each other. So we got engaged and we got married. Who do you think killed my husband, detective? And why? I’m sorry; I can’t answer that, Ms. Lazard. Because of your rules? Because I don’t know the answer. Most people think Larry killed himself; do you not think that? I know he didn’t. How do you know? It’s impossible; he wouldn’t. He loved himself and he wouldn’t kill himself is one reason for one thing. Did anything happen lately to depress him? Yeah, a lot of things. It’s a pretty depressing time. But he wouldn’t have killed himself over any of them. He’s too stubborn. What are some of the things that were depressing him lately? Well, one is I threw him out of the house. We’ve been separated for the last month. I hope that depressed him; it sure as hell depressed me. What was the reason for your separation? I assume you know by now about his recent thing with the bitch from Barcourt & Brotherson. I can’t talk about whatRight. Anyway, that’s why I threw him out. I thought he was over being a tom cat. He isn’t ... he wasn’t. I guess he is now. Oh, Jesus... I’m sorry but I do have to ask more questions. Sure, go ahead. We’ll come back to the subject of the woman from Barcourt & Brotherson another time.
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How tactful. Thanks. Do you know where your husband was living during your separation? Yes. I assume you know, too, by now. Or you ought to. He had a suite at the Soho Grand. And he spent a lot of time at the office. We’d been in touch in the last week or so. We even had a date; I spent the night at the hotel. I ... I... Yes? Nothing. I had hoped we might get back together. Now we won’t. That’s life, as Larry would say. But he’s never going to say that again. You said there were other things depressing him. The company stock slumped again. The last time that happened there was a hostile takeover attempt. Ever since we went public, Larry’s mood went up and down with the price of the stock. With the stock mainly down, Larry was mainly down; maybe that’s why he had to screw the banker bitch. And what else depressed him? Nine-eleven depressed him. It depressed all of us, but it took something special out of him. He was there; he was in the Towers and he escaped. It’s not surprising he’d be frightened by that. We all were. He wasn’t frightened; Larry didn’t let himself be frightened. He didn’t go around worrying that the next high-rise he was in would get hit by an airliner full of terrorists. He just never got over it, somehow. None of us have, but it seemed to be worse in him. A part of the joy he had before went away and never came back. And yet you’re sure he didn’t kill himself with all these things depressing him? I’m sure. I’m very sure. Was there anything else depressing him? One more thing. From what little I know about it, things were pretty rough at work. Dom and Larry used to be friends. They haven’t been for a long time, but apparently things were pretty bitter between them lately. Do you know why Larry and Dom stopped being friends? They do go back a long way. I don’t know. I asked, but Larry just said that Dom had changed; that he was arrogant; that he wanted credit for everything whether he did it or not and never thought he got enough credit; that he was getting impossible. That could be. Could have been Larry’s fault, too. He likes getting lots of praise and credit. Maybe, when things started not going so well, there wasn’t enough credit to go around and
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too much blame. Larry wasn’t getting along well with Donna either, and that’s only been recently. This is a very personal question, but you’ve already said that you know about Donna and Larry’s relationship in college. Did it bother you when he hired her? Did it make you uncomfortable that they were working together? Maybe a bit. ...Okay, it did bother me when he first hired her. I’d been jealous of her looks back in college. But, for Larry, once something is over it’s usually over. And she’s the same way. We’ve actually been pretty friendly with Donna and her husband and I’ve gotten to know her. I think one day they decided it was better for them to be friends than lovers and that’s what they’ve been ever since. Maybe I’m naïve but I’m pretty sure of that. In fact, since Larry has to have attractive women around, I’ve been sort of glad she’s there. I think she’d scare off anyone else in the office. Didn’t scare off the banker, though. Why do you think Larry hasn’t been getting along with Donna? He said it was because of her; that she’s turning into a bitch. He said that at our date at Soho Grand last week. I think she may have been mad about the Barcourt woman, too. She might not have liked seeing Larry be such an asshole. She might have felt bad for me, although that’s not like her. She might have felt that another woman — a younger woman — intruded on her space. But if she and Larry were just friends, why— Why would she care? Yes. Why would she care? Detective, I hope you don’t have to investigate any cases with women suspects. You don’t understand them very well. Larry and Donna were just friends as far as I know, but they were also a man and a woman and Donna wouldn’t have wanted another woman — especially a younger woman — in the business space they occupied together. She didn’t even like me coming into the office during the day. We joked about that, but it was serious, too. I didn’t intrude in her space and she stayed out of Larry’s bed. Does that make sense to you? No, but I’ll think about it. After you graduated from college, did you work outside the home? Never for money. I’m active in various charities. I helped Larry with the social end of business, of course. But I was fortunate in never having to work for money. A year after you were married, Larry confessed to a computer crime and was sentenced to prison. Is that a question? You sound like Larry King.
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No; I’m sorry. My question is: What was your reaction to that? You still sound like Larry King: “What was your reaction to your husband going to jail?” “How did you feel about your husband being in jail?” I’m sorry, but I would like to know what your reaction was and what your family’s reaction was. My father’s reaction was to have a fit. He was appalled. He was shocked and amazed. He didn’t want his daughter married to a felon. How could someone with so much going for him — Harvard Business School and a good job and all — be so stupid? How could he throw all this away? He wanted me out of the marriage. He was willing to pay anything to get me out of the marriage. He contacted Larry and offered to pay his legal fees if he’d make a quick divorce easy. He paid a huge retainer to a fancy divorce lawyer for me. And? And what? How did Larry respond to the offer? What happened with your lawyer? Larry told my father to go fuck himself; what do you think he’d say? He said I could have a divorce any time I wanted it. That he wasn’t after my money. And that he didn’t need my father to pay his legal fees or anything else. And what happened with your lawyer? I fired him and got a refund on the retainer. You said you had some money of your own. Is that what you lived on while your husband was in prison? Partly. My father gave me a little money every year for tax reasons and he gave me part of his hardware chain before he sold it — also for tax reasons. Larry had some money he got when his father died. So things weren’t too tight. I didn’t spend much during this period, at least not much by my usual standards, and we had money left over when Larry got out of prison to live on while Larry got his consulting business going. You still haven’t told me what you felt like when, a year into your marriage, your husband committed a crime and was sentenced to prison. He confessed to the crime. It wasn’t like he was discovered. Does that make a difference? It means there was no knock on the door and no one came to take my husband away. It means that Larry told me before I heard about it some other way. It means... Never mind, it’s just different than if he got caught committing a crime. None of the hacked credit card numbers got misused.
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Have you ever had a relative in prison before? Or anyone close to you? Do you count the aunts and uncles and grandparents and other family I never met who died in concentration camps? No. I mean people you know or are close to. Have any of them been in prison besides the deceased? Please call him Larry. He still has a name. Until Larry went to prison, the only person I ever knew who went to jail was a kid from my high school who was held over night for drunk driving. He thought that made him a hero after his father bailed him out. Were you disappointed? Was I disappointed in what? That the kid went to jail or that he got bailed out? Neither. Were you disappointed that the ... that Larry went to prison? It hadn’t been part of my game plan. Of course I was disappointed. And I was lonely. I’d always lived with a strong man, first my father, then Larry. Now my father wanted me back but I couldn’t go because I didn’t want to give up Larry and Larry couldn’t help me because he was in prison. Suddenly I was very alone. Did you consider leaving Larry? You didn’t have to stay married to him. You didn’t have to stay alone. You could have gone home. I’m sure you could’ve found another man. Why are you so sure I “could’ve found another man?” Yeah, I guess I could’ve. I certainly could’ve gone back to my father. But I loved Larry; I wanted Larry. Period. So, I waited for him to get out of prison. I visited him every chance I got. And he did everything he could to get out early, good behavior, good deeds, all of that stuff. That must’ve been hard on you. I don’t think that’s a question. But it was hard. You know, the Israelis have a saying: “What doesn’t kill me makes me stronger.” It didn’t kill me so it made me stronger. I also knew it was harder on Larry. He can’t ... he couldn’t stand being told what to do. In prison, he said he couldn’t shit without permission, but he did it and I did it and we were stronger for it. Did you learn that saying from your studies of Middle Eastern History? No, I learned it from an Israeli woman we met in Switzerland. How did your friends react to Larry being in prison? They didn’t know how to react. After a while, I realized that they were waiting for me to signal them how to react.
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So I did. I held my head high. I kept up with my charitable work — just didn’t give as much money that year, but I gave more time. And I threw a big party for Larry when he got out. Most of them reacted fine once they saw that’s what I expected. A few didn’t, and they weren’t friends anymore. No loss. Was Larry the same when he got out of prison? No, not really. He was ... harder. He grew up, I guess. He was always cynical but he got more cynical. Please tell me about the gun Larry was given by a fellow exprisoner. Is that meant to be a shock question? I mean, suddenly you bring up the murder weapon. No. I’m sorry to be abrupt. It’s just where I am in my list of questions. And we don’t know that it’s murder. I know that it’s murder. I told you that. Can you tell me anything about the gun? I don’t know anything about guns. It was a pistol, not a rifle. Larry took it to the office. I didn’t like it here. Do you know anything about the man who gave it to him? He was a mafia guy, I think. That’s what Larry said anyway. But he wasn’t in for killing someone or anything like that. He was convicted of a white collar crime so he was in the same place as Larry. He told Larry they were both stupid to do the kinds of crime that got caught. He told Larry that next time he wanted to rob a bank he should use a gun. Did you ever meet this person? Once. We went to dinner with him and his girlfriend in some mafia restaurant in North Jersey somewhere. It was a pretty terrible night. Why? Why did we go to dinner or why was it a terrible night? Either. Both. We went to dinner because he asked us. It was awful because, first, we’re having dinner with this guy who talks with his mouth full and is fondling his bimbo with whatever hand wasn’t stuffing more food into his mouth. I thought she was going to end up crawling under the table and ... you know. Then some of his friends come in with their bimbos and if anything they’re even more gross. And Larry’s starting to talk like them, I guess just because we were there. I never felt dirty when he was in prison but I did there. It was the only time I felt ashamed. And then a rat ran across the floor in the next room. These guys think it’s hilarious and they take out their guns and
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start shooting. Of course they’re all too drunk to hit the rat and bullets are going all over the place and the rat is running around in circles. Then our friend gives Larry his gun and says “here, you try” and Larry — Larry’s a pretty good shot — he kills the rat on the first try, and there’s rat all over the place The bimbos are jumping up and down and screaming and laughing. While I’m trying hard not to be sick. That’s when he gave Larry the gun. He told Larry: “You’re pretty good with this. Next time you wanna knock over a bank, use a gun. You can’t trust those computers.” He thought that was hilarious. Larry tried to give the gun back. I don’t think he thought the guy was serious. And the guy says: “Hey, you shot the rat; you gotta keep the gun. It’s the murder weapon.” Oh, my God... Oh-my-GOD! It WAS. It was the murder weapon that killed Larry. I can’t believe it. I... Let’s take a break. Thank you. I’m sorry. I can’t stand that Larry’s dead. I... If it’s okay, I’ll just wait until you’re ready to talk again. Fine. Whatever. I’ll be back in a few minutes. [The interview recommenced at 10:02 AM] Are you feeling well enough to proceed? Yes, yes. Let’s go on, please. Did you ever see Larry place the gun to his head? No. They said he did that in the office but I never saw him do it. Why did they say he put the gun to his head in the office? I don’t know. It was dumb. Some sort of company ritual. Some way of saying a decision was made. Did he check to see if the gun was loaded before he placed it to his head? I don’t know. How would I know? Are you trying to say now this was an accident? How could the gun get loaded? Guns don’t load themselves. I’m not trying to say anything; I just ask questions. And you’re right: sometimes answers just lead to more questions. Do you know of any case where Larry fired the gun? Did he have ammunition for it? I know it was empty when Larry got it from his friend; I made him check. I don’t know of his ever buying any ammunition for it. It wasn’t registered; at least, it wasn’t registered to Larry and he’s an ex-con, remember. So he
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wasn’t about to try to get a pistol permit from the local police. And yet he carried this concealed weapon to New York where it was, among other things, a Sullivan Law violation. Is that a question? Yes. Did Larry take the gun to New York himself? If so, why? I think it’s a little late to convict Larry of an O’Sullivan Law violation, whatever that is. I already told you he took it in because I didn’t want it here. Did you hear anything else about Larry and the gun? Not that I remember. Can we talk about something else? Sure. What was it like for you and Larry when hackoff went public and you became fabulously rich? How did people react to you? Well, for one thing we didn’t get any money when hackoff went public. All the money from that stock sale went to the company. But about six months later there was what’s called a secondary offering. The company sold more stock at a much higher price and raised much more money. And this time insiders were allowed to sell some stock as well. The VCs sold a bundle and made a fortune. We sold about twenty-five million dollars worth ourselves; it was only a tiny portion of the stock we had. Of course, we had to pay taxes on that, but still it was a lot of money. The newspapers said you were “billionaires”; twenty-five million is a lot of money but it isn’t a billion. Was that just an exaggeration? No, not exactly. The stock we had left was worth a billion or so on paper, so I guess we were billionaires. But we weren’t allowed to sell any more stock for six months and then, by the time we could sell, it had gone down so much that we decided to wait for it to go up. But it never did. Not much. So we hung onto our stock and it was worth less and less. Do you still have the stock? Yes. We gave some to charity but we still have most of it. And what is that worth now? I don’t know exactly; a couple of million maybe. And it would be hard to sell that much stock without driving the price down even more. It’s funny; we sold about five percent of our stock for twenty-five million and now the other ninety-five percent isn’t even worth a fraction of that. Not funny, I mean, but strange. None of it was very real. How did people treat you when you had all that money?
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Well, a lot of stock brokers called all the time and wanted to manage it for us. Realtors called, people like that. It was like we won the lottery. I guess we did in a way. Did your friends treat you differently? A lot of our friends have money — serious money — themselves. They either inherited it or earned it or even were dotcom millionaires themselves. So just having money wasn’t so strange. We hadn’t been poor before, either. The friends-and-family part was very strange, though. Do you know what friends-and-family is? Yeah, I do. Once a suspect offered me some friends-andfamily stock in a company he was related to somehow. Couldn’t take it since he was a suspect. In fact, I added attempted bribery to the charges against him. Too bad, though, the stock tripled on opening day. I could’ve made a bundle. But why was the friends-and-family part “strange”? Well, everybody wanted some stock; everybody, even the cleaning lady. We couldn’t possibly give people a chance to buy as much stock as they wanted; there wasn’t that much. Larry offered friends-and-family stock to his cousins. One of them is a lawyer and he threatened to sue Barcourt because they wouldn’t give him more. That’s how bad it got. Some people were very grateful, though. One of my cousins even made enough money on it when she sold to dump her worthless husband and start a new life. A single Mom we know was able to send her daughter to college. Even my father bought some stock; it was the first time he’d talked to us since Larry went to jail. But then people got mad at us. Why did they get mad at you? Either because they sold too soon or because they didn’t sell soon enough. I don’t get it. Can you explain? The IPO price was fifteen dollars. So people bought their stock at that price. From there, the stock eventually went up to 160 dollars a share or something like that. So all along the way, people were selling their stock. If they sold it at twenty, they were mad when it went to thirty. If they sold at 100, they were mad when it went to 110. But those were the lucky ones, they all made money. From 160 dollars, or whatever it was, the stock came all the way down in two years to less than a dollar. So everybody who didn’t sell was even madder at us. Some people even bought more stock as it was going up. If they sold it, great, they made even more money. If they held it too long then they lost money on that too. Some people, on paper, had enough profit to retire early. But, in the end, instead of retiring early, they lost some of the retirement money they’d had in the first place. And those people were mad at you?
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Some of them. Some were great; they understood that it was their decision when to sell and when not. Others, I think, somehow felt that we had cheated them or that we owed it to them to tell them when to sell — as if we knew ourselves. And we weren’t allowed to say anything. That was hard — hard not to say anything and hard to get people to understand that we couldn’t. We had inside information – not that knowing it would have done them much good – but we did and so we could never talk about the company. People go to jail for doing that. Been there, done that, don’t want to do it again. But they didn’t understand. They wanted you to give them insider information? To be fair, I’m not sure they always understood that’s what they were asking for. They would say things like: “How’s the company doing?” Maybe that’s just small talk but it’s a question we can’t answer except by quoting whatever the company said publicly. Then we sound like jerks. Even when people would ask me: “How’s Larry?” I always suspected they were asking whether they should sell their stock or buy more. When my father died, my mother wanted to know whether to sell the stock or not. He’d held on. It wasn’t like him. I think he even told me he sold it but he didn’t. It wasn’t worth much by the time he died. But, legally, I couldn’t tell her what to do. I told her to sell all of Dad’s stock — he had a lot of different stocks — that she shouldn’t be holding any stock at all, that she should buy an annuity. Probably it was against the law for me to even tell her that. I don’t know. Once a lady came up to Larry at a cocktail party, somebody we’d just been introduced to, a friend of a friend. She said she was an investor and she bought and sold our stock all the time and other stocks too. Wasn’t it exciting. Then she asked Larry what kind of earnings he was going to announce a week later. Larry treated it like a joke. He talked about some doctor that just got indicted for giving out insider information about his cancer drugs or something. Then she put her face up very close to his — Larry hates it when people do that — and said: “I know you can’t tell me anything, but I’m watching your face for a hint. Now I’ll ask my question again.” What did Larry do? He over-reacted as usual. He told her to go fuck herself and he walked away. The host of the party wasn’t too happy with us. I wasn’t too happy with Larry that night. But people did get weird and it was weird. And now ... shit, Larry’s dead. That’s worse.
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Can you think of any reason why anyone would want to kill Larry? Everyone who knew Larry wanted to kill him at one time or another, even me. He had that effect on people. I suppose if I had a lawyer here he would tell me not to say that, but it’s the truth. Larry really offended people sometimes, especially after he got out of prison. That’s what people said about him, that he took no prisoners. But I can’t think of anyone we know who would really do it. And I’ve been thinking about that; I’ve been thinking about it a lot, because I know he was murdered and everyone is trying to call it suicide. Larry wouldn’t kill himself. It wasn’t an accident either, so somebody had to have shot him. Who do you think of specifically when you think of people who might have killed him? I think it had to be someone he knew, because I hear there’s no sign of a struggle. Also it had to be someone who knew the gun was in his office and who had some way to get to it. So there are all the people in the office. I can’t really believe any of them would have done it, but they could have. And Larry was getting along even worse than usual with the people in the office. Had he told you about any particular or unusual friction with anybody? Yes and no. I already told you that he was getting along worse and worse with Dom and even Donna. But those relationships had been going down hill for a while. He hadn’t told me anything specific. When was the last time you saw Larry? A week ago Sunday morning, after the night we spent together in the Soho Grand. Did you talk to him after that? Sure. Even separated we talked on the phone almost every day. And we emailed each other. When was the last time you talked? Two days ago. The night he was killed. He said he was in the office and that he had a late meeting. Did he say who the meeting was with? Did you ask? No and no. He didn’t tell and I didn’t ask. To tell the truth, he sounded like he was lying and I couldn’t stand listening to that. I thought he might have been planning to go out. Would it be unusual for him to have a late meeting at the office? No. The technical people, the programmers, they like to work at night. So sometimes Larry would meet with them late, sort
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of to show that he was one of them. They respected him because he was a programmer once, not just a business man. And because of “Gotcha”, too. Who else did he meet with at night? Assuming he did have a meeting planned, who do you think it might have been with? He might have met at night with almost anybody in the company. All of them prided themselves on keeping long hours, but the programmers more than others. Sometimes the charities we’re involved with meet at night. That’s usually not in the office, of course, except if they need a place to meet. I think he would have told me if that’s what it was, though. I wish I’d asked. Did he say anything on that phone call that would make you think he was depressed? No. And I told you: he didn’t kill himself. Did he say anything that would lead you to think he was apprehensive about the meeting? No. I’ve thought about that so much I was afraid I’d start remembering things that weren’t there. But he didn’t sound especially apprehensive. What did you talk about on that call besides his meeting? We talked about Dom. He said that Dom had quit and that this time he wasn’t going to talk him out of quitting. Had Dom quit before? That’s what it sounded like, but I’d never heard that he’d quit before. So I asked Larry about that. He just said that Dom was a baby; that he never grew up; that he was a prima donna; he wasn’t going to kow-tow to him or beg him to stay. He was ranting. Do you think Dom could have killed Larry? Well, I thought about it, of course. It’s certainly a surprising coincidence that Dom quits and Larry is murdered. I can’t see Dom pointing a gun at anybody; it’s not his style. And I like Dom. But still, I thought, he had access and he had motive, I guess. But he didn’t do it. He had an ironclad alibi. How do you know that? I talked to Dom the night of the murder. I called him on his th cell phone. He was at West 10 Squared. We used to go there with him when we were all friends. I know the bartender Kelly O’Kelly so I called her. She told me Dom was there all night. You checked on Dom’s alibi? I told you, detective, I want to know who murdered my husband. I didn’t think it could be Dom but I had to be sure.
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You’re very thorough. How do you know the bartender wasn’t covering for Dom? She wouldn’t have known there was anything to cover for. I called her after you called me to say that my husband was dead. But no one knew yet. There hadn’t been any publicity. So I called Kelly and said I was worried about Dom. She knows I care about Dom; she even knew I had called Dom that night. So we chatted. She said Dom seemed depressed. But she also said he never left the place until it closed. You called the bartender and had a chat right after we told you your husband was dead? I had to do something.I couldn’t just sit here and cry. But I didn’t learn anything except that it wasn’t Dom. That helped a little. You never know what helps when you’re investigating. Would Ms. O’Kelly have noticed if Dom had left for half-an-hour and come back? It wouldn’t have taken long to get from there to hackoff and back again. Almost certainly. She sees everything that happens in the bar. And she’s close to Dom. I think they were lovers for a while, and they’re very good friends now. She was worried about him, too, and she would have noticed if he’d gone. Why did you call Dom that night? To try to talk him into staying. I knew Larry was too proud to do that but I like Dom; I think he’s done a lot for the company. I think he’s a good person. And I think he and Larry love each other in some strange way. What did Dom say when you asked him to stay? “NFW.” That’s exactly what he said. But he was glad I called. I could tell he was a little high and hoped when he calmed down he’d change his mind. I told him that. Then what did he say? He thanked me for calling. Said I was a good person. He started to say that he didn’t know how I could be married to a person like Larry but he stopped himself and just said “thank you”. Were you and Dom ever intimate? I guess it makes sense for you to ask, but no. We are good friends; I enjoy his company; I like the way he’s always playing games. And I think he likes my company, too. Probably thinks of me more like his mother even though he’s older than me — Larry’s age. But he never grew up. This is another of those questions I have to ask... Yes? Were you unfaithful to Larry at any time during your marriage?
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No. Never. Not even once. Not even when I knew he was unfaithful to me. That would have been the end for me. Somehow it would have been worse for me, even harder to get over, if I were the one that was unfaithful. Please tell me where you were between 7:00 PM and 3:00 AM Monday night. I was wondering when you’d get to that. I was here the whole time. I had a meeting of the local United Way Chapter in the afternoon, stopped to do some shopping, and got home about six. You called me here about 7:30 the next morning. I didn’t go out. My alibi’s not as good as Dom’s, though. I was alone. I only made two phone calls that night and nobody called me on my home phone except Larry and a couple of telemarketers. I called my mother around nine and Dom around one when I couldn’t sleep and was worried about him. A board member from United Way called, but she called on my cell phone so that doesn’t prove I was here. What time was that? About 10:00 PM but why does that matter? It was on the cell phone. We can tell what cell tower your call went through. That tells us roughly where you were. It certainly can tell us whether you were in New Jersey or New York City. But, of course, there would have been time after that for you to go to New York. I appreciate how thorough you are; I really do. I’ve been afraid that it would be convenient for everybody to believe Larry killed himself. Thank you. What were you doing when you were here alone and not talking on the phone? Watching a TiVo-ed movie. Since Larry’s been at the Soho Grand I’ve been watching a lot of television. TiVo saves me from just having to watch whatever crap is on. TiVo may also have given you an alibi. Huh? TiVo records almost everything you do using it. It sends that information back to the company. They use it for marketing. But it turns out to be a useful way for us to know whether someone was here pushing TiVo’s buttons. We’ll check that, of course. Of course. Who do you think killed Larry? Even if I had a theory, even if I was convinced this is a murder, I wouldn’t be able to tell you. Your first suspect was Dom and you cleared him in your mind by calling the bartender. You said you think it had to be someone he knew.
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Do you have any more theories? Have you been doing any more investigating? I wish I could investigate more. I hate this. I hate Larry being dead. And me not doing anything. I think and think and sometimes I think if I think hard enough I’ll have a clue and sometimes I think I’ll just go crazy. I don’t need to bother you any more right now. Again, I’m sorry. And I’d like to say personally that I admire your investigating on your own just after ... I mean in such hard... I know what you mean. Thank you. If you do think of anything — anything at all — you have my card. Anything you think of, no matter how strange, don’t filter it. Just tell me. Thank you. I will. Thank you for your cooperation. ###
Detective Mark Cohen’s mobile phone beeps three times to indicate a new text message as he drives up the Garden State Parkway from Atlantic Highlands. Against both departmental policy and common sense, he continues at 80 miles per hour as he fingers the keys to retrieve the message and then reads it: Message from: 917 555 6789 cod bullet 2 rt temple alpha-amanitin in blood suff for death but not cause One-handed, he tries calling back but gets voice mail. “What the fuck is alpha-amanitin?” he asks in his message. By the time Mark gets back to his desk in the precinct, he still hasn’t gotten a call back from the coroner. He tries a few more numbers there but gets only voice mail so he Googles “Alpha-amanitin”. #
Suppliers of: alpha-Amanitin ... where to find biomedical research supplies and services. Search by: Product Supplier. Suppliers of: alpha-Amanitin Found 7 Companies, ... www.biosupplynet.com/cfdocs/ products/prod_supp.cfm?prod_id=5 - 8k - Cached - Similar pages Isolation and characterization of an alpha-amanitin-resistant rat ... ... Isolation and characterization of an alpha-amanitin-resistant rat myoblast mutant cell line possessing alpha-amanitin-resistant RNA polymerase II. ...
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www.ncbi.nlm.nih.gov/entrez/query.fcgi?cmd=Retrieve& db=PubMed&list_uids=168192&dopt=Abstract Similar pages Studies on the possible mechanisms of protective activity against ... Arch Pharm Res. 2001 Feb;24(1):55-63. Studies on the possible mechanisms of protective activity against alpha-amanitin poisoning by aucubin. ... www.ncbi.nlm.nih.gov/entrez/query.fcgi?cmd=Retrieve& db=PubMed&list_uids=11235813&dopt=Abstract - Similar pages [ More results from www.ncbi.nlm.nih.gov ] Structural basis of transcription: alpha-amanitin-RNA polymerase ... Click here to read Structural basis of transcription: alpha-amanitin-RNA polymerase II cocrystal at 2.8 A resolution. Bushnell DA, Cramer P, Kornberg RD. ... www.facultyof1000.com/pubmed/11805306 - Similar pages Studies on the inhibition by alpha-amanitin of single-step ... Studies on the inhibition by alpha-amanitin of single-step addition reactions and productive RNA synthesis catalysed by wheat-germ RNA polymerase II. ... www.cancerci.com/pubmed/2467661 - Similar pages Alpha-amanitin-resistant transcription units in trypanosomes: a ... ... Alpha-amanitin-resistant transcription units in trypanosomes: a comparison of promoter sequences for a VSG gene expression site and for the ribosomal RNA genes. ... nar.oupjournals.org/cgi/content/abstract/19/19/5153 - Similar pages The Effect of {alpha}-Amanitin on the Arabidopsis Seed Proteome ... www.plantphysiol.org/cgi/reprint/134/4/1598 - Similar pages Science Fair Projects - Alpha-amanitin ... Alpha-amanitin. A relatively tiny protein of only eight amino acids, alpha-amanitin is the toxin found in the Amanita genus of mushrooms ... www.all-science-fair-projects.com/ science_fair_projects_encyclopedia/Alpha-amanitin - 15k - Cached Similar pages Effects of alpha-amanitin on nuclear maturation of porcine oocytes ... ... Articles. Effects of alpha-amanitin on nuclear maturation of porcine oocytes in vitro. B Meinecke and S Meinecke-Tillmann. The effects ... www.reproduction-online.org/ cgi/content/abstract/98/1/195 - Similar pages Alpha-amanitin - Definition of Alpha-amanitin by Webster's Online ... Alpha-amanitin. Advertisement. Close. ... www.webster-dictionary.org/definition/Alpha-amanitin - 11k - Cached - Similar pages
# The Science Fair entry proved most useful:
Alpha-amanitin
A relatively tiny protein of only eight amino acids, alpha-amanitin is the toxin found in the Amanita genus of mushrooms that makes them so deadly. It is also found in the unrelated Galerina autumnalis. Particularly dangerous about this toxin is its delayed effects. It slowly attacks an RNA polymerase in the liver. Few effects are reported within 10 hours; it is not unusual for significant effects to take as much as 24 hours after ingestion. This is far past the time when the stomach could be safely pumped. Diarrhea and cramps are the first symptom, but those pass, leaving a false remission. Then, on the 4th to 5th day, the toxin starts to have severe effects on the liver and kidneys, leading to total system failure in both. Death usually takes place around a week from ingestion.
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Around 15% of those poisoned will die in around 10 days progressing through a comatose stage to renal failure, liver failure, hepatic coma, respiratory failure and death. Those who recover are unlikely to regain full health. Early diagnosis can be tricky and treatment is mainly supportive (gastric lavage, activated charcoal, fluid resuscitation) but includes various drugs to counter the amatoxins, including penicillin and cephalosporin derivatives, and can extend to an orthotopic liver transplant. The most reliable method to treat amanitin poisoning is through having the stomach pumped immediately after ingestion; however, the onset of symptoms is generally too late for this to be an option.
# Mark makes a few hurried phone calls and gives some urgent orders. As he does this, a news alert he’s set for Lazard pops on his screen and makes him visibly angry. #
New York Post Online Edition
Eats Mushrooms; Dies from Lead By JOE SWAMP and JANET JEFFERSON
April 2, 2003 – Larry Lazard. CEO of hackoff.com, ate poison mushrooms shortly before shooting himself according to sources in the NYPD. The apparent source of the mushrooms was a pizza Lazard had eaten earlier that evening. However, according to our sources, the poison in these mushrooms is slow-acting and the cause of death was certainly the gun shot wound to the head, not the mushrooms. The ex-con CEO was well-known in Silicon Alley circles for the rapid rise and fall of his personal wealth as well as for his extremely abrasive style. He and his wife Louise, although rumored to have a stormy marriage, are active in chi-chi NY charitable circles. Lazard founded hackoff.com after release from prison where he served time for a credit card ripoff scheme called “Gotcha” which he confessed to in 1993. Hackoff develops software which protects e-commerce web sites from hackers. The company went public in 1999; it shares peaked at 159 and 1/8 in early 2000. At that time the paper worth of the Lazards was well over a billion dollars. The company did a successful secondary in March of 2000 and the Lazards cleared over $50,000,000 before taxes by selling a small fraction of their stock. However, the company rapidly traded down. It sometimes traded for under one dollar, a loss of over 99% of its value. Last year the company was the subject of a hostile takeover attempt by rival antihack. However, antihack had to abandon the hostile takeover when its own customers were the subject of a vicious web-based attack. Recently hackoff has been trading at slightly over one dollar per share.
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Ex-swimsuit-model Donna Langhorne, formerly CFO of hackoff, is its new CEO. Sources are quoted as saying she has the cojones for the job. It was sexy Donna who found Larry dead in his Hudson Street office early this morning. She had no comment when contacted by the New York Post yesterday and was unavailable for comment today. Chances are that we’ll be seeing more of her, though.
# This time Mark gets through to the coroner’s office. “Hal here.” “Hal, this is Mark Cohen. Why the fuck didn’t you return my call?” “I’ve been very busy. Lots of people dying without explaining why.” “You’ve been busy talking to The Post, you asshole. Some reporter give you blow-jobs there? That’s why you tell them things before you tell me?” “Hey, come on. You were the first to know. I IM-ed you.” “You didn’t say anything about mushrooms.” “Too hard to type on those little phones. I had a hard enough time getting ‘alpha-amanatin’ in.” “So you’re responsible for everyone else who dies.” “Huh? Whatdaya mean?” “The poison came from mushrooms, right?” “Yeah, the poison came from the mushrooms. There were still some in his stomach. So what?” “And the mushrooms came from the pizza, right?” “Yeah, where is this going, detective?” “And the deceased probably didn’t cook the pizza in his own little pizza oven in his office, right?” “Right.” “So the pizza probably came from a pizza parlor, right?” “Not necessarily. Could have been one of those microwave jobs.” “Was it?” “No. Crust was too thick. I’d guess Dominos but don’t quote me on it.” “It’s not me that quotes you, asshole, it’s your girlfriend at The Post. So you gonna call her and explain why you didn’t do anything to find out who’s selling pizzas with poison mushrooms and so now it’s too late to pump the stomachs of hundreds maybe thousands of people who’re gonna die?” “Whaddaya mean? Have there been other reports of poisoning? I haven’t heard any.” “You wouldn’t have because it’s a slow acting poison and people just get sick, then they get better for a while, then they die. They woulda thought they ate something bad, but they wouldn’t be dying yet. That’ll come later.” “How do you know all that? All I know is this is one of the poisons we test for so we tested for it and he had it and he didn’t die from it because he shot himself first. I was thinking maybe the poison gives him hallucinations so he shoots himself. We gotta get on it right away, track down where he got the pizza. You’re the detective, you should do this. Shoulda been doing it already
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instead of harassing me. You shoulda been on this soon as I told you about the poison.” “Stop covering your ass; I’m all over it,” Mark says. “Why don’t you get the full autopsy to me fast; send it in email.” He gets a call-waiting tone and hangs up without saying good by. “Okay, Mark, good news; we’re not gonna have an epidemic of mushroom poisoning,” says the new caller. “Great. How do you know?” Mark asks. “Talked to the guy Wong that did the pizza run. Asked him where he got it and who else had mushrooms. He tells me that that the deceased didn’t order mushrooms.” “But he’s fucked up. There were mushrooms and pizza in his stomach and…” “Yeah. Wong says that Lazard is a mushroom nut, okay? He likes pizza with pineapple and mushrooms. Used to order that all the time. But he gets rich and he turns into a big-time mushroom collector; now he only eats the mushrooms he finds himself. So they just order pizza with pineapple, and Lazard adds his own mushrooms from his own stash. So last night he just got pizza with pineapple and did his own extra toppings like usual. He—” “So we gotta find that stash,” Mark interrupts. “Calm down, ace, we’ve got it. Everyone in the office knew what shelf he kept it on; it’s in a big bottle. You want it sent to the lab?” “Right,” says Mark. “Good work. Yeah, let’s get it to the lab right away. Got to make double sure it’s the same stuff that was on the pizza. Thanks.” He hangs up and Googles “Lazard mushrooms”. There are a wealth of URLs returned by the search engine. Some deal with an announcement from the Central New Jersey Mycological Society of a generous gift from Louise and Larry Lazard which will enable the society to introduce underprivileged youngsters from Newark to the joys of mushroom hunting in the Jersey Pine Barrens. The other URLs are from a blog Lazard had been writing about his mushroom hunting expeditions. The most recent entry is from September 26. #
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Mark calls Louise Lazard. “Ms. Lazard, this is Detective Cohen. I’m sorry to bother you again so soon.” “I was just going to dial you, detective.” “You saw the story in The Post Online?” “I heard about it. This is just one more way to cover up murder. Obviously, he didn’t die from the mushrooms. This is wrong. This is—” “I’m not jumping to any conclusions, Ms. Lazard; it is a bizarre coincidence. In fact, I wouldn’t have contacted you in this way but it’s a question of safety.” “Safety?” “The deceased — I mean, Larry — was a mushroom collector, right?” “Yes. That wasn’t in The Post story but lots of people know that. But why—” “Is it also true that he put the mushrooms he collected on pizza?” “He didn’t try to poison himself with mushrooms. He wouldn’t do that; he wouldn’t kill himself.” “That’s not my immediate concern. I am concerned about your safety.” “Safety? That’s the second time you said that… Oh, I understand. You were wondering whether I have any of the same mushrooms and don’t want me to eat them.” “That’s right, Ms. Lazard, I…” “Well, I don’t know for sure but I think I have some. Larry last went collecting on a trip to South Carolina. Weird time to go but it had been warm and wet and he got a good batch of mushrooms. He did what he always does: he split them up and left some here and took some to the office. I haven’t eaten any of them if that’s what you were wondering. And it’s nice of you to worry, but I hate mushrooms — no danger. I guess I should throw them out, though.” “Yeah… No. No, don’t do that. They’re evidence. I would like to send someone to pick them up from you if that’s okay, Ms. Lazard.” “Call me Louise, will you please? Yeah, that’s fine. I don’t want them. Did he eat all the mushrooms in his office?” “I’m sorry. You’ve been very helpful, but I can’t discuss evidence. I broke the rules some to call you, but didn’t want you to eat any if you had them.” “I appreciate that. When will your ‘someone’ come by to pick up the mushrooms? I’m planning to go out in about an hour.” “Depends on traffic, but we’ll make sure to get there within the hour. Can you tell me whether the deceased ... I mean Larry … was an experienced mushroom collector? Was he likely to make a mistake and pick a poison mushroom?” “He was experienced, but he took risks. He did that on purpose.” “What do you mean?”
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“I don’t know much about it, but Larry specialized in collecting mushrooms that look like other mushrooms that are poisonous. He said that these were the best to eat. I think he just liked to show off that he could pick the right mushroom… He could’ve made a mistake, I guess. Pretty big coincidence on the night he was shot but I guess it could’ve happened.” After thanking her, hanging up and arranging for the pickup of the remaining mushrooms at the Lazard’s home, Mark follows the links in Larry’s blog: #
U.S. Food & Drug Administration
Center for Food Safety & Applied Nutrition
Foodborne Pathogenic Microorganisms and Natural Toxins Handbook
Table 3. Poisonous Mushrooms and their Edible Look-Alikes.
Mushrooms Containing Amatoxins
Poisonous species Amanita tenuifolia (Slender Death Angel) Amanita bisporigera (Death Angel) Appearance Mistaken for
pure white
Leucoagaricus naucina (Smoothcap Parasol)
pure white
Amanita vaginata (Grisette), Leucoagaricus naucina (Smoothcap Parasol), white Agaricus spp. (field mushrooms), Tricholoma resplendens (Shiny Cavalier) A. vaginata, L. naucina, white Agaricus spp., T. resplendens
Amanita verna (Fool's Mushroom)
pure white
Bad Bug Book Foods Home | FDA Home | Search/Subject Index | Disclaimers & Privacy Policy Hypertext last updated by las/ear 2001-MAY-21
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Mark gets a few more entries when he Googles “Amanita Vaginata”: www.mushroomexpert.com says: “Although there are some edible mushrooms in the genus, no Amanita should be eaten. The genus contains lethal mushrooms that are quite similar to the ‘edible’ ones.” www.mykoweb.com says: “As is always the case with Amanita species, only the most experienced collectors should consider them for the table.” And a personal website on Geocities says: “Edibility: Edible and very good. Used without preliminary boiling, in soup, fried, salted, marinaded.” ###
The Chat Board
Larry Poisoned Himself by: thewatcher02 (38/M/New Rochelle, NY) Msg: 99001 of 99016 Larry Lazard poisoned himself with mushrooms before he shot himself! Its all in the Post Online.
04/02/03 2:45 pm
Re: Larry Poisoned Himself by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 90002 of 90016
Posted as a reply to: Msg 90001 by thewatcher02
04/02/0310:51 am
The market’s not going to care about that. He’s history. The stocks up to 1.52.
Re: Larry Poisoned Himself by: pooper Long-Term Sentiment: Sell Msg: 90003 of 90016
Posted as a reply to: Msg 90002 by ChorusLine
04/02/0310:54 am
This is bad for the company. The investing public doesn’t like confusion or complication. It’s a complication.
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Re: Larry Poisoned Himself by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Buy Msg: 90004 of 90016
Posted as a reply to: Msg 90003 by Pooper
04/02/0310:59 am
Lazard is a well-known amateur mycologist (that means mushroom hunter to those who don’t know their sciences). He belongs to a mushroom club in New Jersey and he even has a mushroom blog at www.shroomhunter.com. Take a look at it you’ll see where he probably got the poison mushrooms, although he says he wasn’t collecting posion mushrooms and is very specific about what he was collecting. This news strengthens the suicide theory, since it looks as if he also tried to poison himself. In the short term, that should be a negative for the company, because investors are going to worry what it is he knew that they don’t know. Even thieving CEOs don’t shoot themselves over good news. If it turns out that there was some personal problem not related to the company, then probably this is not a long-term negative. In that case, the suicide story is better for the stock than a murder story, because if it’s murder, then we have to worry about who did that and how it relates to the company. Was the company into something it shouldn’t have been? But if the murder turns out to be about something personal, then that doesn’t matter much to the stock either. Then the stock trades on whether the Street thinks Donna will be a better CEO than Larry and whether they think she might sell for a good price when it was pretty clear that Larry wouldn’t.
Re: Larry Poisoned Himself by: scooper Long-Term Sentiment: Buy Msg: 90005 of 90016
Posted as a reply to: Msg 90003 by pooper
04/02/03 2:05 am
pooper, you’re still an asshole. This is not a complication. He’s already dead. The stock is up .10 since the story broke.
Larry did pick the mushrooms by: thewatcher02 (38/M/New Rochelle, NY)
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04/02/03 2:06 am
Msg: 90006 of 90016 Larry’s blog is all about mushroom picking. He was picking some kind of mushroom that looks like some other kind of mushroom that’s poison. But it looks like he got the wrong one and then he ate it.
Re: Larry did pick the mushrooms by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 90007 of 90016
Posted as a reply to: Msg 90006 by thewatcher02
04/02/03 2:07 am
The lizard meant to eat the cunt mushroom and he ate the death angel instead. Some guys shouldn’t hunt cunt or mushrooms or be a ceo and the lizard is one of those and now he won’t be hunting and wont be cunting and wont be ceo but that wont help all you poor slobs who have jerkoff stock. your dead; you ate the mushroom.
Re: Larry did pick the mushrooms by: scooper Long-Term Sentiment: Buy Msg: 90008 of 90016
Posted as a reply to: Msg 90007 by Alaska60-60
04/02/03 2:09 pm
Alaska, you asshole, why don’t you get your foul mouth off this board and stay on the antihack board where you belong. We’ve heard enough of your bullshit and the c-word has no place on a finance board.
Re: Larry did pick the mushrooms by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 90009 of 90016
Posted as a reply to: Msg 90008 by scooper
04/02/03 2:12 pm
scooper, you mean the cword ceo? Thats what sucks at jerkoff, the ceo. Of course the new one might suck too but that’s different. But I got it figured out. The lizard ate the wrong mushroom and it made him nutty so then he shot himself. That makes more sense than most shit hes done.
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Back down! by: thewatcher02 (38/M/New Rochelle, NY) Msg: 90010 of 90016 HOFC’s back down to 1.45 but not much volume. 04/02/03 2:18 pm
Re: Larry did pick the mushrooms by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Hold Msg: 90011 of 15
Posted as a reply to: Msg 90009 by Alaska60-60
04/02/03 2:22 pm
For once, I had the same first thought as Alaska but I got on wikipedia before shooting my mouth off. The poison from the mushroom that looks like the mushroom Larry was collecting is not hallucinogenic – that means it doesnt make you high. So that theory doesnt work. But the poison makes you very sick for a week and is painful, so it’s very hard to see why someone who knew about mushrooms would take it to kill himself. And it shows up on an autopsy just like it just did, so it isn’t a good way to make suicide look like something else so that the insurance company has to pay. Again, why would he start to kill himself with mushrooms and then change his mind and use a gun before the mushroom even had time to work? Unless he chickened out once he got a tummy ache. Questions aren’t good. Now I’m a hold.
Re: Larry did pick the mushrooms by: PacPhil (25/M/New York, NY) Long-Term Sentiment: Buy Msg: 90012 of 90016
Posted as a reply to: Msg 90011 by jumbo10
04/02/03 2:24 pm
Good questions, Jumbo. You’re probably right. Its good that you do reasearch that alaska doesn’t.
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Anybody know why? by: CLess
© 2005 Tom Evslin
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04/02/03 2:26 pm Msg: 90013 of 90016 Anybody no why Larry shot himself??? What’s the stock at?
Larry had balls by: TestTost (35/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 90014 of 90016
04/02/03 2:30 pm
Larry liked cunt and he liked mushrooms and he liked living dangerously. And now he’s dead but that happens. He died a man.
Re: Larry did pick the mushrooms by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 90015 of 90015
Posted as a reply to: Msg 90011 by Jumbo10
04/02/03 2:35 pm
Larry killed himself twice. What will the market think?
Stock Down by: thewatcher02 (38/M/New Rochelle, NY) Msg: 90016 of 90016 HOFC still at 1.42 No volume!
04/02/03 2:40 pam
### Detective Cohen takes a call from the lab. “Got results on the ‘shrooms,” says the technician. “Yeah?”
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“The ones in the office are full of alpha-amanatin, you know what that is?” “Yeah, that’s what we expected; that’s what was in the deceased’s stomach. The other ones the same?” “No, were they supposed to be? I thought they were the control.” “What do you mean?” Mark raises his voice. “They’re no control. They’re supposed to be from the same batch.” “Well I don’t know what they are but they don’t have any alpha-amanatin in them, I know that.”
NASDAQ 4/2/03
1405 1400 1395 1390 1385 1380 1375 1370 1365 1360 4/2/2003
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HOFC Daily Trading 4/2/2003 (at close)
$1.80
$1.60
$1.40
$1.20
$1.00
$0.80
$0.60
$0.40
$0.20
$4/2/2003
$100.00
$120.00
$140.00
$160.00
$180.00
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$20.00
$40.00
$60.00
$80.00
$0.00
6000 5000 4000 3000 2000 1000 0 6/30/1999 7/30/1999 8/30/1999 9/30/1999 10/30/1999 11/30/1999 12/30/1999 1/30/2000 2/29/2000 3/30/2000
© 2005 Tom Evslin
Chapter 9: The Fall, April 1, 2000 – June 30, 2000
NASDAQ 6/30/99 - 3/31/00
HOFC Daily Trading 6/30/99 - 3/31/00
###
7/ 1/ 1 7/ 99 9 9 7/ /199 19 9 7/ /199 27 9 /1 8/ 999 4/ 8/ 199 12 9 8/ /19 20 99 8/ /199 30 9 /1 9/ 999 7/ 9/ 199 15 9 9/ /199 23 9 10 /19 / 99 10 1/19 /1 99 10 1/1 /1 99 9 10 9/19 /2 99 7/ 11 199 / 9 11 4/1 /1 99 9 11 2/19 /2 99 11 2/19 /3 99 0 12 /199 /8 9 12 /19 /1 99 12 6/1 /2 999 4/ 1 1/ 999 3/ 1/ 200 11 0 1/ /200 19 0 1/ /200 27 0 /2 2/ 00 4/ 0 2/ 200 14 0 2/ /200 22 0 /2 3/ 000 1/ 2 3/ 000 9 3/ /200 17 0 3/ /200 27 0 /2 00 0
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On Saturday, April 1, Larry goes into the office to catch up on the work he’s had to ignore during the roadshow. Louise joins him in the evening for dinner at Sequoia in Southside Seaport with her Aunt Hattie who has advised them that the chowder is “to die for”. Hattie is in the personal wealth management group at Merrill Lynch and would clearly like to advise the Lazards on much more than chowder. “Well,” says Aunt Hattie, looking up from the chowder, “today is the day that your liquidity should actually be in your account at Barcourt.” “Yup, the money’s there; I checked,” says Larry. “I’m sure you two haven’t had much of a chance to think about how you are going to invest your—” “I bought my mother a place in a retirement home,” says Louise. “She didn’t tell me that,” says Hattie, annoyed. “I only told her an hour ago,” says Louise. “Well, I’m very happy for her, of course. That’s very kind of you…” “It was Larry’s idea.” “How very considerate. I know how proud Ruth must be to have such a generous son-in-law. I do wish you two had talked to me first, however. There are many tax implications to such an investment, and it’s very important that it be structured in the right way. We have a very good group that can be an enormous help in transactions like this. In fact, for clients in the very high wealth category, which includes the two of you, our people are happy to actually handle transactions like this one completely. So you hardly need to lift a finger except to tell us what you want to accomplish…” “We’re not clients of Merrill Lynch,” says Larry. “Well, that’s what we’re here to talk about now, isn’t it? That’s certainly something that can quickly be arranged. In fact…” The fish arrives. Hattie has to pause in her pitch to send hers back since the head is still on the plate and one dead eye is looking at her balefully. “Oh, I just hate that,” she says after the waiter leaves with the offending fish. “I sometimes think they do that just to annoy me. Now where were we?” “I was just explaining,” says Larry, “that we are going to talk to several firms before we decide who will manage our ‘personal wealth’.” “Well, certainly, dear, you ought to do that,” says Hattie. “But time’s awasting and, as they say, time is money. You won’t find any better than Merrill. There are several investment opportunities that will close just this week and I’d hate for you two to miss the opportunity—” “We’re going to have to pass on those,” says Larry. “We’re not going to make our minds up that quickly.” “I’m not sure that’s wise, dear,” says Hattie. “You have a big responsibility now to manage all that liquidity wisely.” “I also have to manage my company,” says Larry. “Remember, most of our net worth — the vast majority of it — is tied up in the stock we still own. We haven’t even sold five percent yet.” “Well, dear, of course; but that’s something we can help you with as well. I’m not the expert in this, but Merrill has put together programs for other
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executives to assure that they will realize most of that locked-in value. We know you can’t sell all of that stock now but you should be protected against a possible decline. We could arrange synthetic ‘put options’ or various kinds of ‘straddle’ or ‘collars’ I think they’re called. We could lend you money using the locked up stock as security. These are the discussions we need to be having.” “Why in the world would we want to be in debt when we’re rolling in cash?” asks Larry. “I just paid off our mortgage this morning.” “You what? Oh, no. You see, this is just the kind of thing we can help you with. That’s not a good use—” Louise interrupts before Larry can: “That’s something we both wanted to do. We don’t like being in debt.” “Debt is an important investment strategy,” says Hattie. “Perhaps as a next step I should introduce you to some of the specialists who will work with you at Merrill to help you—” “You know who you could introduce me to, Hattie?” asks Larry with his mouth full. “Whom, dear?” “What’s her name, your e-commerce analyst,” says Larry. “Merrill doesn’t cover hackoff and it would be very helpful for us if you did. That would help increase the value of the rest of our assets.” “Well,” says Hattie, “I’m not sure I can arrange that but I’m certainly willing to try. But you don’t mean to say, dear, that you’re going to base your decision of who handles your personal wealth on what coverage the company receives, do you?” “Yeah,” says Larry, “that is what I mean. It won’t be the only criterion, but it is a very important one.” “You’ve worried about the company all these years,” says Hattie. “Now it’s time to worry about yourself. Yourself and Louise, I mean, of course.” “How the company does and how WE do are not separable,” says Larry. “Hattie, I’m serious about this. If Merrill wants to manage our personal wealth, it’s time for Merrill to cover hackoff.” “Oh, I don’t know…” “I know,” says Larry, more firmly. “How is Uncle Augie?” asks Louise. Hattie takes a deep breath and cuts into the now headless but also cold fish. “He’s as well as can be expected, Louise dear, thank you so much for asking. He sends his best to both of you, of course. The dear man will not take care of himself. Sometimes I think he wants to die just to spite me.” “Understandable,” says Larry, but under his breath so Hattie doesn’t hear him. # Not much later, Larry and Louise are sitting outside in the back of the highspeed catamaran ferry to Atlantic Highlands. It’s an early warm spring
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night, so they are comfortable on the stern where the bulk of the cabin blocks the wind. As the boat crosses New York harbor, they have a great view of the downtown lights dominated by the twin lit rectangles of the World Trade Center. “Thank you,” says Louise. “For what?” “For being nice to Aunt Hattie. I appreciate it.” “Yeah, well let’s see if the gabby old bitch can help us get coverage from Merrill. I doubt it.” “Well, if she doesn’t, then I won’t feel bad at all about not giving her our money to manage,” says Louise. “What do you think we ought to do about investing it? Is this a good time to put it back in the stock market?” “Personally,” says Larry, “I’m not in any hurry. Mostly because I don’t have time to think about it. There’s stuff at the company I’m worried about. But also the market seems sort of shaky. There was a bad announcement from Big Router today.” “What’s the money in now?” “We bought the Knicks.” “No. I’m serious. What is the money in?” “Remember, we talked about it. I didn’t think we had enough cash to buy the Knicks but Madison Square Garden Corporation really wanted to get rid of them. I only had to pay fifteen million in cash and the rest in hackoff stock.” “Larry, you didn’t. You COULDN’T. I thought the stock was restricted. We can’t even sell it for six months.” “It is restricted,” says Larry, “but they accepted it even with the restriction. They’ll have to hold it for the six months.” “What about Alan Houston’s contract? We agreed that—” “You were absolutely right about that. I insisted they buy it out as part of the deal. But, funny thing, when we discussed it with him he said he’d play without the contract if he could just stay in New York. He even promised he’d try dribbling when he got the ball.” “Oh-my-God,” says Louise. “Oh-my-God. I think the money has gone to your head. Well, I guess we’ll have to have a party. Do we invite all the Knicks? I’d really like to meet Clyde Frazer; see if he really uses all those big words even when he’s not announcing games.” “April Fools,” says Larry. “What…? Oh no… Fuck you.” Louise hits Larry. Not hard. “Gotcha,” he says. “You did. This is all so unreal I don’t know what to believe and what not. Okay, where is our money if we didn’t buy the Knicks?” “I told Barcourt to just buy some safe government bonds for now to park it in,” says Larry. “They didn’t want to and, of course, they have at least as many good ideas for our money as Hattie, but it’ll be reasonably safe there. We could lose a little if interest rates go up but I just don’t feel right about jumping into things without thinking it through. And I want to give the money to someone to manage that’s going to give hackoff some additional coverage.”
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“You know what Aunt Hattie said to me in the ladies’ room?” “No, what?” “She says she’s not sure Merrill can cover a company with such a horrible name. She can’t even bring herself to say ‘hackoff’.” Louise giggles. “Doesn’t stop her from wanting to manage the money hackoff made for us,” says Larry mildly. “Yeah. It’s getting cold. Snuggle me.” “You want to go inside?” “No, just snuggle me. The City looks like it’s covered in jewels.” The boat rocks as it speeds over the wake of a hulking container ship leaving the harbor for Taiwan with empty containers to be refilled. The air gets colder. A few of the lights in the City twinkle out. ###
TODAY'S MARKETS
NASDAQ PLUMMETS BIG ROUTER WARNING TANKS MARKET
By PETER SCOTTSON THE broad STREET JOURNAL ONLINE
April 3, 2000 5:01 p.m. The NASDAQ fell nearly 400 points today and closed just over 4200. The selling started before the open and just after an announcement by Big Router that it expects to report “disappointing” earnings for the first quarter and will not meet analyst’s expectations. Big Router stock fell 42 points to close at 99 1/8. The company is scheduled to report its earnings on April 15. Almost every sector was lower. Energy stocks and some consumer durables – both usually considered defensive holdings – were the only exception. Technology and e-commerce stocks were the hardest hit. Router maker PacketWarp was down almost 40% during the trading day and closed at 84, down 27%. EverFast lost 35 to close at 115. Some market analysts are now taking the recent market weakness seriously. John Braxton of Barcourt & Brotherson says that this may be the start of the long awaited “serious” correction after the market’s long runup. He says that it’s possible that the market is “significantly” ahead of itself and will not recover until much later in the year. However, other analysts suggest buying stocks on weakness. They point to the alarming dip in March, which was quickly reversed and the trading profits made by those who bought the dip.
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One venture capitalist who declined to be identified says that he believes router sales are a leading indicator for the e-commerce sector. According to him, a decline in router sales is a sure sign that growth is slowing. Big Router attributed the weakness in the quarter to stiff price competition and some credit problems with existing and prospective customers. The company did not specify whether shipment volumes were down.
### Donna Langhorne has spent most of the day on the phone with several brokers who would like to manage her personal wealth. She has given each of them a trial by allocating each a million dollars with which to buy her stock in their hottest IPOs. Some have demurred that the IPO schedule is somewhat lighter than it had been. These she has given latitude to invest no more than half in other hot issues. Donna has also been talking to Fractional Jet. She and her husband Francis have decided to buy an eighth interest in one of their new planes. “After the roadshows,” says Donna, “I really don’t want to go back to waiting in lines at airports and sitting next to people that fart.” It isn’t hard to convince Francis who has also enjoyed every private jet he’s been on. “By the way,” Francis says to Donna on the phone at the end of the day, “we filed suit against Big Router today. Thanks to our ‘timely information’, Grant & Gilding was the first firm to get its licks in. There’ll be others, of course, but being first gives us a very good chance of being appointed lead counsel for the shareholder class action. And this has really helped me at the firm. Thank you.” “You’re very welcome,” says Donna. “Come home.” “Send the jet for me,” says Francis. “I’ll do that,” says Donna. “I’ll do just that.” And she does. ### On April 4 the NASDAQ is down below 3700 during the day, before rallying to finish down just over 100 points. Hackoff, however, doesn’t do badly and closes up at 102 3/16. Larry is in a good mood for the beginning of his call with Barcourt Chief Trader Sam Gutfreund. Donna Langhorne and Harvey Maklin are also on the call. “Pretty brutal day, I’ll bet,” says Larry. “Seen worse,” says Sam. “Busy though.” “Hackoff traded well,” Larry observes. “Up is better than down,” says Sam. “Learn anything from our trading?” asks Larry. “More buyers than sellers,” says Sam. “Tell me something I don’t know.”
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“I thought you knew everything.” “How does the shoe look?” “We sold that Friday. We almost always sell the shoe along with the initial allotment.” “Great,” says Larry. “That’s great. But how come I didn’t see the money in my account along with the rest?” “Larry,” says Donna, “Sam says they SOLD the shoe. He didn’t say they BOUGHT it.” ”What do you mean?” Larry looks confused. “Perhaps I can explain,” says Harvey when no one else answers. “We sell the shoe short as close to placing the initial allocation as we can. Then we have thirty days to buy it from the selling stockholders.” “You sell the shares BEFORE you buy them from us?” asks Larry. “Of course,” says Donna with malice. “Of course they do. Why should they buy them before they have to?” “Oh, I see,” says Larry. “It’s a use-of-money thing. You get the money for the shares and you don’t have to buy them from us for thirty days. Okay, just one more way for bankers to make money on the transaction. But now we know you’ll be buying them. Still good news.” There’s a silence. “What’s the matter?” asks Larry. “Now that the shoe’s been sold, you’ve got to eventually buy the shares from us, right?” More silence. This time it is Sam who breaks it: “Larry, we only buy the shoe if the stock is higher at the end of thirty days or we’ve got too much demand to go short any further like we did in the IPO.” “I don’t get it,” says Larry. “Shit, yes I do. If the stock is lower in thirty days, you buy in the open market to cover your short because that’s cheaper than buying from us. You fuckers just can’t lose. Stock goes up and you buy it from us at below-market price and you aren’t taking any risk because you already sold it. Stock goes down and you buy it at market and have a short sale profit.” “Uh…” says Harvey, “that’s basically it. Of course, if hackoff stock keeps acting like it did today we’ll all be very happy campers. We’ll exercise the over-allotment option just like we did in the IPO and you’ll have your money.” “I sure hope so,” says Larry. “I hope so for all our sakes.” # “That sucks,” Larry says to Donna as they sit alone at the conference table in his office after the call. “That really sucks. Fucking bankers get us coming and going.” “What do you mean ‘us’, white man?” says Donna. “What do you mean?”
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“I don’t have any part of the shoe, thank you very much. The company isn’t selling any more shares in the shoe. What I’m worried about is our numbers.” You know, your whining about the shoe is obnoxious? I got you to be able to sell all your shares up front. I have to wait for the shoe to sell some of mine and now it looks like that may never happen. Why don’t you drop it? And what numbers are you worried about? We’re going to have an operating profit this quarter, aren’t we?” “You got greedy and you got caught,” says Donna. “I don’t have any sympathy for you. And, yes, we are going to have an operating profit — a small one — for this quarter. But what about next quarter? That’s what I’m really worried about.” “What do you mean? The quarter’s hardly begun. How can you be worried already?” “Did you look at how we made our number for this quarter?” “Sure, I know how we did. We cut some prices to make some deals. We gave some extra comp to sales. So, this quarter we should have our natural growth and all that shouldn’t be necessary.” “Don’t get me started on extra comp for sales,” says Donna. “I can’t believe you gave them that. Why are you such a wimp when it comes to managing sales? Frank Folger is the only one of your staff you’re not tough on.” “You’re probably right,” says Larry. “Sales is the one job in the company that I know I couldn’t do. I couldn’t take being told ‘no’ time after time and still going back to knock on the same doors. I don’t understand sales guys; I don’t know what makes them tick. They’re weird; they’re obnoxious; they lie. They always cheat on their wives. But we need them, and I can’t manage them as well as I can the other parts of the company. I know enough about accounting and investor relations and all to know that you do a good job — most of the time. I know I could do a better job than Dom at managing development, but he’s much better than most people would be. I think I could’ve been a lawyer if I wanted to, so I have no problem second guessing Aaron when he’s being an asshole. But I don’t understand sales.” “We’re going to have a big problem if you don’t START managing sales,” says Donna. “Because Frank’s not doing it — unless you call getting more commission for less sales managing. And, of course, we just dug a big hole for ourselves.” “What big hole?” “All those sales we got in the last few days of June…” “Yeah. What about them? They’re real, right? We didn’t book anything that wasn’t really closed did we?” “No. They’re real,” says Donna. “Frank would have booked anything that breathed but I only let him book real sales — not counting the wannabes, of course. But that’s not the problem.” “Donna, what IS the problem? Stop playing games with me.”
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“The problem is that we used low prices to close sales that would’ve closed anyway. Those are sales that we would have closed this quarter. Most of them.” “No shit. So?” “So the sales funnel is EMPTY; that’s what I think. Have you had Frank give you a report on the funnel?” “I’ve been on a roadshow, remember?” says Larry. “I think you were there. ...No, I haven’t had Frank give me a report on the funnel. Have you? What makes you say it’s empty? Just because you don’t like Frank?” “No,” says Donna. “Okay, I DON’T like Frank. And I don’t like watching you wimp out instead of managing him. And I haven’t had a report on the funnel. But I can still think. And it makes sense to me that we pulled sales out of THIS quarter to make the numbers for LAST quarter, so now we start in the hole. And even deeper in the hole because Frank signaled to customers and salespeople that we have quarter-end sales and now they’ll expect that. And the sales people’ll wait to do their selling until we offer them extra comp.” “The fun never stops, does it?” says Larry. “I’ll schedule a funnel review, Shouldn’t be as bad as you think but it’s worth looking at. Meanwhile, it would help if you’d get some more analysts to cover our stock. We need to get some new interest and some new buyers. Stock’s gotta be sold, too, you know.” “You’re still worried about your goddamned shoe. You make sure Frank — or someone else — sells software. I’ll work on the analysts but I gotta tell you, I’m nervous about getting more coverage if we’re gonna have bad numbers.” “We’re not gonna have bad numbers,” says Larry. “Trust me.” He takes the gun off his coffee table, puts it to his head, pulls the trigger — click. “I bet my life on it.” “We’re in this together, Lar,” says Donna. “I don’t like it but I’m a realist and that’s the way it is. Don’t fuck it up!” # Just as Larry feared, Barcourt & Brotherson does not exercise its right to buy the over-allotment or “shoe” from the selling stockholders. By the time the thirty day option on the over-allotment has expired, hackoff is trading at around seventy-four dollars per share. So, if Barcourt wants to cover the short sale of 450 thousand shares that it made on the day after the secondary priced, it can buy shares on the open market at around seventy-four. Obviously, this would be preferable to buying from the selling shareholders at the secondary price of 99 3/8. However, Barcourt does not want to cover its short sale. In fact, Barcourt has continued to sell short — to borrow shares of hackoff that it doesn’t own and sell them. The continued selling by Barcourt is just one of the factors that has continued to push the hackoff stock price down. The NASDAQ itself is continuing to weaken. By mid-April it is trading just above 3200 after a somber earnings announcement from Big Router. Not
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only were sales of routers weaker than anticipated during the first quarter, but Big Router had a significant problem getting paid by its dotcom customers. Big Router’s earnings for the quarter are almost wiped out by the write-off of dubious receivables the company has chosen to take. Moreover, Big Router’s CEO, a fabled salesman given to accenting the positive, says he does not see signs of recovery in the second quarter. Big Router itself is trading at just half its all time high. ###
Email, April 28-30, 2000
From: Sent: To Subject: Joseph Windaw [mailto:[email protected]] Friday, April 28, 2000 9:45 PM Joanne Ankers The shoe
Hi, Joanne: As I’m sure you heard, the shoe didn’t go. Boy, do you look smart and Franklin and me dumb. I trust that your colleagues at Big Router Ventures are duly impressed. Seriously, if you don’t mind some advice from an old man, you should toot your own horn on this. If things had gone the other way, you would have been blamed. Yours truly, Joe
From: Sent: To: Subject: Hey Joe,
Joanne Ankers [mailto:[email protected]] Friday, April 28, 2000 9:45 PM Joseph Windaw RE: The shoe
I always appreciate your mentoring. I did take some grief initially for 1) the fact that we’re selling at all; and 2) that we would sell less of our position than you guys did of yours once the shoe went.
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Now, after our recent earnings announcement, portfolio sales are all the thing here at Big Router Venture. It’s our way of protecting the corporate bottom line, something the sales guys don’t seem to be doing very well right now. So I have something of a rep as a trend-setter, for which I am grateful to you for your sound advice. I’ll take credit for the shoe on my own; something didn’t sound right about it. I guess from a woman’s point of view, “if the shoe doesn’t fit, don’t wear it.” ha ha. That’s a joke. Best, Joanne
From: Sent: To: Subject: Joanne:
Joseph Windaw [mailto:[email protected]] Saturday, April 29, 2000 10:45 AM Joanne Ankers RE: The shoe
You’re a very smart young lady and I’m glad to hear you’re appreciated there. I heard good things about you from your boss when we met on some other things. As much as I’m chagrined that you got the best of us on the shoe, it is a pleasure to see how embarrassed Franklin is over this. He can’t stop talking about it. It’s good for someone as smart as him to be wrong every once in a while. Of course, Larry Lazard is apoplectic and is convinced that we all plotted against him — including Barcourt — to deny him his “fair share”. You’re lucky you don’t have to listen to him. Yours truly, Joe
From: Sent: To: Subject: Joe:
[email protected] Monday, May 1, 2000 7:45 PM Joseph Windaw My career
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I know I can rely on you to keep this completely confidential. Note that I am writing to you from my personal account and not on Big Router’s email system. Something totally unfair has happened and I may have to leave Big Router. Turns out that the advice you gave me wasn’t so good after all even though at first people treated me like a hero for selling some of our hackoff position before the market crashed. Looks like there was a lot of discounting to book router sales at the end of the first quarter and so now there isn’t much in the pipeline for this quarter. That’s why the chief indicated that this quarter would be weak. So now selling from the portfolio has gone from a no-no here at BRV to the order of the day. We are selling at least some of almost all of our positions. You’d think that would make me a hero because I already got out of some of the hackoff position at a price we’re not likely to see again for a while. But, no, that’s not what’s happening at all. Problem is that, in order to sell, we had to sign a 180 day lockup just like you and the other selling stockholders. Now we can’t sell any more hackoff until five months from now. This, during a time when we are liquidating 20% to 40% of our positions in similar companies. I only did 10% and now people are saying it’s my fault that we can’t do any more. I need to be blunt: if I have to leave Big Router do you have a position for me at Windaw & Wallar? We have lots of memories. Best, Joanne
From: Sent: To: Subject: Jim:
Joseph Windaw [mailto:[email protected]] Monday, May 1, 2000 7:50 PM James Harkins Action items for tomorrow
It is important that all of these things be done before noon tomorrow. 1. Find out what stocks are in the Big Router Ventures portfolio WITHOUT TALKING TO ANYONE AT BRV. If we’re not
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locked up, sell at least 50% of our positions in any of these whereever there is overlap. I’m sure there is some. 2. If we have any shares of Big Router itself left in our portfolio, sell them at market. I think those guys are in for a continued rough time. 3. We have been advertising for two open positions. Pull the ads; we’re going into a hiring freeze for a while. I wouldn’t mind if word about that gets around. It’s a prudent thing to do in this market and it’ll make people work harder. 4. You know the guy who always wants to come in and show me diamonds? Make an appointment for him to come around and see me tomorrow afternoon. I’m going to want to get something expensive and special for the wife. 5. Make sure our portfolio companies know not to buy anything from Big Router except at the end of the quarter and after negotiating at least a 25% discount — maybe more. Same for any other major equipment purchases from anyone. Thanks, Joe
From: Sent : To: Subject: Joanne:
Joseph Windaw [mailto:[email protected]] Monday, May 1, 2000 7:50 PM [email protected] RE: My Career
I’m very sorry to hear how people at Big Router Ventures are acting. Are you sure everybody feels this way? It is easy to overreact when you are threatened. Last time I talked to your boss, he thought you were great which is not very long ago. If necessary, I’m glad to remind him. My advice to you is not to throw away what you have built there. It is a very solid foundation. Of course I would help you in any way that I can if worse came to worst. Right now, we have a hiring freeze here at W&W so can’t do that, but I have lots of friends and acquaintances on
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both coasts who, I’m sure, would be interested in someone with your qualifications. I’m assuming that you want to stay West and that’s probably best but I can help either way. It is always important to be calm. You have a very level head. I’m sure you will do that. Yours truly, Joe ### Hackoff.com Corporation: Grant & Gilding Brings Securities Suit In S.D. NY ----------------------------------------------------------------Grant & Gilding, LLP filed recently a class action in the United States District Court for the Southern District of New York, on behalf of purchasers of Hackoff.com Corp. (Nasdaq: HOFC) securities during the period between June 30, 1999 and May 30, 2000, inclusive. The complaint charges the following defendants with violations of Sections 11, 12(a) (2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder: (1) Hackoff.com, (2) Barcourt & Brotherson Inc., (3) First Canadian Bank Corp Ltd., and (4) Web & Stinger Corporation, (5) Lawrance Lazard, and (6) Donna Langhorne. On or about June 30, 1999, Hackoff.com commenced an initial public offering of 5.00 million of its shares of common stock at an offering price of $15.00 per share. The complaint alleges that defendants violated the federal securities laws by issuing and selling Hackoff.com common stock pursuant to the June 30, 1999 IPO without disclosing to investors that some of the underwriters in the offering, including the lead underwriters, had solicited and received excessive and undisclosed commissions from certain investors. Specifically, the complaint alleges that in exchange for the excessive commissions, defendants allocated Hackoff.com shares to customers at the IPO price.
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To receive the allocations (i.e., the ability to purchase shares) at the IPO price, the underwriters' brokerage customers had to agree to purchase additional shares in the aftermarket at progressively higher prices. The requirement that customers make additional purchases at progressively higher prices as the price of Hackoff.com stock rocketed upward (a practice known on Wall Street as "laddering") was intended to (and did) drive Hackoff.com’s share price up to artificially high levels. This artificial price inflation enabled both the underwriters and their customers to reap enormous profits by buying stock at the IPO price and then selling it later for a profit at inflated aftermarket prices. For additional information, contact: Grant & Gilding, LLP through its Client Relations Department: Mary Forn, Joseph Archer, or Millicent Monroe by Mail: P.O. Box 78659, New York, NY 10001-8659 by Phone: 1-888-555-8098 (toll free) or by Email:
[email protected]
# Larry reads this on his computer and summons Donna and Aaron Smyth, hackoff’s chief counsel, to his office. “What the fuck is going on here?” he asks without sitting down. “Donna, why the fuck is your husband suing us? Aaron, what the fuck is this?” “I don’t know what you’re talking about,” says Donna. “Stop raving.” Aaron scans the news release on Larry’s screen. “I’ve been wondering when our turn would come,” says Aaron. “They’ve been suing everybody who’s done an IPO in the last two years.” “What? Who?” says Larry. “What the fuck did we do? This is Donna’s husband’s firm.” “This is what they do for a living,” says Aaron. “I’m sure Francis isn’t involved; he couldn’t be. He’d have to recuse himself. I’m sure if there aren’t other firms suing us already there will be soon.” He does a search on Larry’s computer. “See, here are two more. And there’ll be others.” “Aaron, what’s this about?” asks Donna. “Why don’t you ask your husband?” asks Larry. “Maybe when he kisses you good-bye in the morning he mentions he’s gonna sue your ass today. That would be only polite.” “Shut up, Larry. Aaron, what is this?” “I probably should have warned you about this,” says Aaron. Larry explodes. “You knew this was gonna happen and you didn’t tell us?” “I didn’t know. But I thought it might.” “Why don’t you tell us what IT is?” says Donna quietly.
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Aaron explains: “All of the class-action firms are suing every company — almost every company — that went public in the last year or so. I’m surprised they didn’t get to us sooner.” “Have we been served with anything?” asks Larry. He is grim but calm now. “No,” says Aaron. “It would come to me. They’re just filing a press release in order to get clients for the suit.” “Is that legal?” asks Larry. “Of course; it’s how the class action bar works,” says Aaron. “The firms see an opportunity; they file suit; then they try to attract clients.” “There doesn’t have to be a plaintiff?” asks Larry. “Eventually,” says Aaron. “That’s why they put out the press release.” “Okay, okay. That’s all bullshit legal procedure anyway,” says Larry. “What the fuck are they suing us for?” “Because that’s where the money is,” says Aaron. “Yeah, I understand that,” says Larry. “I know they want sue all the deep pockets they can find. No use suing poor people. But WHAT THE FUCK ARE THEY SAYING WE DID? We didn’t pay any secret commissions to anyone.” “That’s not what they’re saying,” says Aaron. “They’re saying that the customers of the banks, the investment firms, paid secret commissions.” “So what? So sue Barcourt, I don’t care. Sue Fidelity; sue Semper. I don’t know what those guys are up to. Why are they suing us?” “Fortunately this is a privileged conversation,” says Aaron, “since you’re having it with your lawyer. You don’t want to be saying those things just anywhere.” “What do you mean?” asks Larry. “I don’t know what the banks and their clients are up to. Wouldn’t put anything past them. Why’s that my problem? Why are Donna and I being sued?” “Strict liability,” says Aaron. “You and Donna signed the prospectus, right?” “Yeah, so?” asks Larry. “The prospectus says that they got a seven percent commission, right?” “Yeah, what is this — twenty questions? WHAT ARE THEY SAYING WE DID?” “The complaint alleges that they got EXTRA commissions from their institutional clients. The extra commissions were in the form of a promise to buy more stock after the IPO and force the price up. You said they only got seven percent. The complaint about you and Donna is that you didn’t reveal in the prospectus that they actually got more.” “How were we going to ‘reveal’ they got more when we didn’t know it?” asks Larry. “If they were sneaking around behind our backs getting extra commissions, how are we supposed to know? Maybe they did. Wouldn’t put it past them.” “I wish you’d stop saying that,” says Aaron. “Under strict liability you had an obligation to know the facts before you signed the prospectus so you’re not off the hook just because you didn’t know. That’s not a defense when strict
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liability applies. And the courts have applied strict liability pretty consistently in cases like this.” “Is this criminal?” asks Larry grimly. “This is a civil case,” says Aaron. “I don’t think anyone wants to make it criminal. And strict liability is more a part of civil than criminal law. They just want your money.” “So, okay, ” says Larry, “let’s calm down and think this through.” “I am calm,” Aaron points out. Donna says nothing. “If these guys lied to us and got us in trouble and it’s a civil case, then we ought to be able to sue them for everything WE get sued for, plus more for our trouble. PLUS if they stole extra commissions, they were stealing from the company AND from me and Donna as shareholders. So we ought to be on the OTHER side of this suit.” “I have bad news,” says Aaron. “I’d have to check, but I think the underwriting contract with them says that WE hold THEM harmless and indemnify them for any trouble they get into under the contract.” “What?” says Larry. “We signed that? No-fucking-way!” “You signed it,” says Aaron. “You didn’t tell me not to,” says Larry. “What kind of shit is this? We signed a contract that says they can steal and we get nailed? I don’t fucking believe it.” “I don’t think the courts would let them enforce that against us,” says Aaron. “It’s not that bad. But it can make it very hard for us to collect any damages from them.” “Call them and tell them we’re suing them,” says Larry. “Do it right now. Tell these fuckers that they lied to us and they have hurt our shareholders and we’re gonna sue their asses. Tell them we’re gonna join the other side of the class action.” “Why are we doing this?” asks Aaron. “Because we want them to agree right away to waive that bullshit about us indemnifying them and to agree that every fucking cent of damages comes from them and not from us. That we’re not gonna stand for this bullshit.” “I’ll ask them about indemnification but I don’t think this is going to be a big deal. That’s why I’m not all that upset about it.” “Seems like a big-fucking-deal to me,” says Larry. “What do you mean it isn’t a big deal? Look, I know how to handle them. They’re a bunch of crooks and they’re trying to pull us in. In criminal court, they’d know we were gonna turn state’s evidence and cop a plea. They wouldn’t try to screw us unless they were gonna shoot us if we talk or something. And those pussies aren’t gonna shoot anyone. So we tell them we’re turning them in.” “Do you have evidence that they did these things?” asks Aaron. “Wait, I’m not sure I want to know that. Don’t answer.” “I already told you I don’t know what the fuck they did. But these lawyers who’re suing them don’t know anything either and that doesn’t stop them. Why should it stop us? And they don’t know what we know and don’t know. They
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probably don’t even know whether some of their salesmen did this shit or not. Probably some did, but who knows? All I want is for them to do what’s right and agree to indemnify us. So call them.” “Larry, I think I should call the D&O carrier first,” says Aaron. The “D&O carrier” is the insurance company which has underwritten the company’s Directors and Officers Insurance, the policy which protects against shareholder suits. “Are we covered for shareholder suits under D&O?” asks Donna. “Should be,” says Aaron. “That’s why I don’t think it’s such a big deal.” “Are we covered as individuals?” asks Larry. “Is this really something we just let them worry about?” “Well,” says Aaron. “There could be a public policy question of whether individual officers should be reimbursed…” “Then we’re not covered,” says Larry. “I said ‘could be’. I don’t think there will be. But there is also a retainage — really a deductible — so it costs the company something. And there is a limit to our coverage.” “How much?” asks Larry. “What’s the deductible? What’s the limit? Are you through with the bad news on our so-called coverage?” “I think the retainage is 600K,” says Aaron. “I’ll have to look at the policy. And I think the limit is twenty million per incident…” “It is,” says Donna, “any more would’ve cost more and we’re paying almost half a million a year for coverage as it is. And there IS more bad news. We file a claim, we watch the premium go up. This is insurance.” “Twenty million per incident total?” asks Larry. “Or twenty million for each of us and another twenty million for the company?” “Have to look at the policy,” says Aaron. “But I still wouldn’t worry.” “You wouldn’t worry because you’re not being sued,” says Larry. “Come to think of it, why aren’t you being sued? You signed the fucking prospectus too.” “Professional courtesy,” says Donna. “Lawyers don’t sue lawyers.” “My signature was in my capacity as secretary,” says Aaron, ignoring Donna. “I wasn’t certifying that the prospectus is correct, only that it had been properly okayed by the Board. You know,” he continues, “I bet the only reason you guys were named is to make sure the D&O carriers are fully on the hook. You guys don’t have deep pockets — deeper than you had but not that deep — like the bankers. But D&O carriers always settle, so why not sue you and collect from them?” “They ALWAYS settle?” asks Larry. “Doesn’t make sense. I got a friend used to be a district attorney. Then he got a job advising car dealers. Told’em ‘Never settle. You settle you’re gonna be a mark for whoever comes along.’ So these guys are pros; how can they always settle? They got our premiums. Why do they wanna pay out any claims?” “They always settle,” repeats Aaron. “They settle and then they raise your rates. You’re right: the more they settle, the more cases the class action bar brings. But the more cases there are, the more they raise rates. So every year
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there’s more money flowing through the class action system and a fair share of it sticks to the hands of the D&O carriers.” “Bullshit,” says Larry. “I don’t mean ‘bullshit, you’re wrong’; you’re probably right. I mean are we supposed to put up with this bullshit? We won’t let’em settle; we’ll fight.” “No you won’t,” says Aaron. “Whaddaya mean? Of course I will. You ever know me to duck a fight?” “You won’t fight this one. They wanna settle, and if you don’t settle, they’re off the hook and it’s all your case. You pay damages. You pay for the rest of the defense. You know your pockets ARE a lot deeper than they were before the secondary. You wanna give all that back?” “Just because I got some money doesn’t mean I’m gonna play defense all the time,” says Larry. “Go ahead and call the D&O carrier. Get that out of your system. Find out if they’re going to claim it’s ‘poor public policy’ to protect Donna and me. And then don’t forget to call fucking Barcourt and tell them unless they waive that indemnity crap we’re going over to the other side of the suit. We’ll help the sharks eat ‘em.” Immediately after leaving Larry’s office, Donna calls her husband, Francis, on his cell phone. “Hi, babe,” he answers in a whisper. “I’m in a meeting. Can I call you back?” “You said you were going to keep us out of this fucking class action thing,” says Donna. “You said—” “Just a minute, please,” Francis Langhorne says to the phone in a very cheerful voice. “Got to step out a minute,” he says to his colleagues in the meeting. He goes into the men’s room down the hall, doubles over to check whether there are feet in any of the stalls, then unmutes the cell phone. “I’m sorry; I can talk now.” “You said you were gonna keep us out of this fucking class action thing,” Donna repeats, more loudly than before. “You said—” “I never said that, babe. I can’t keep people from suing you. I said I would try to keep Grant and—” “Well you sure didn’t keep Grant and his fucking geldings from suing us,” says Donna. “You didn’t even do that. And I got named personally.” “I tried,” he interrupts. “I tried, but it was getting too obvious. Of course I had to recuse myself from the case and some of the other attorneys were beginning to suggest that I recuse myself from all discussion.” “Well you just recused yourself from a hell of a lot more than that,” says Donna and hangs up. Francis pushes the button to return the call from his cell phone but gets Donna’s voice mail when she looks at his caller ID and doesn’t answer. “Look, babe,” he says to the voice mail. “It was unavoidable. I tried to warn you but…” Just then a burly man in a bedraggled jacket comes into the men’s room, positions himself in front of the urinal, and begins to piss powerfully. “How’re they hanging, Francis?” he asks.
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Francis closes the cell phone. “This IPO class action could be what we all retire on.” “It’s gonna take a long time,” says the burly man, still pissing. “I’ve been taking depositions from bankers for the last two hours. Didn’t want to piss ‘cause they had to, so better to let ’em suffer. Gave ‘em plenty of coffee and ‘erb tea and shit while they were waiting. Probably pissed in their pants. But it’s gonna take a long time, and then we’ll probably end up with a mediocre settlement. The whole Street’s gonna be against us. They got a lot to lose. And the law isn’t clear. AND we got the wrong judge. So don’t go spendin’ your retirement money yet, is my advice to you. Don’t go buy no big baubles for that pretty woman of yours yet.” “It’s gotta be the biggest prize of all time,” says Francis. “Every fucking IPO when there were more IPOs than ever were before. And you know they were doing it; you know they were laddering the stock.” “Knowin’ it and provin’ it are two different things,” says the burly man, shaking his penis vigorously. A few drops fall on his shoes. “And we don’t have a good judge; luck of the drawer but that hurts.” He zips himself back up most of the way. “You’re the litigator,” says Francis. “You should know. I won’t argue judges or proofs with you. But I might have an idea how we get some proof — real proof.” “You have an idea, let me know,” says the burly litigator, his fly still not quite closed. Francis holds the door for the burly man and follows him out of the men’s room. “You may hear from me,” he says. “Keep fighting the good fight.” The burly man grunts and lumbers down the hall. When Francis gets home much later that evening, the combination has been changed on the electronics that open the front door of the Langhorne’s brownstone. Music can be heard from inside and he rings the doorbell. No answer. He rings again. The music gets louder. He rings a third time. The music gets louder still. There are some sounds of motion inside but nothing near the door. Francis takes a Tiffany’s box with a bow out of his pocket. He circles his cell phone number on the card, pushes the card under the bow, and pushes the package with the card and bow through the mail slot. Then he straightens up and walks away down the street. Half an hour later Francis’ cell phone rings. “I love you, babe,” he says quickly. “Bullshit,” says Donna. “You humiliated me. That prick Larry … I was completely blindsided.” “I warned you,” says Francis. “I’m very, very sorry. I did my best to keep hackoff out of it and then to keep you from being named. I couldn’t swing it. But I did warn you…” “When did you warn me?” “Did you check voice mail on your cell phone from this morning?” “I don’t know. Maybe. I’m not sure. There’s so much crap on there.”
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“Well, check it,” says Francis. “I did warn you. It was the least I could do. Did you get the box at the front door?” “Oh, was that from you?” Donna asks sarcastically. “Lovely. Least you could do after humiliating me. Not enough, though.” “You did call.” “The rock got my attention. This still sucks, you know. You’re still recused.” “This might not be as bad as you think.” “It might be a lot worse than YOU think. I do a fucking IPO. I put up with all Larry’s bullshit. I do a secondary. Listen to him make the same dumb pitch another hundred times. We get some money — a down payment on what we should get. And now I’m being sued? And by my husband’s firm? It’s pretty bad.” “Look, I’m really sorry Grant & Gilding is suing hackoff. And I’m really sorry you got blindsided. I did try to tell you. But you know that doesn’t really matter as far as the suit is concerned. I mean, these suits are out there and ten other firms are gonna sue you if they haven’t already, and it doesn’t matter what Grant & Gilding does. All these cases are gonna get consolidated and you’ll be in the same place whether G&G sued or not. And you aren’t gonna get hurt — WE aren’t gonna get hurt personally. You got D&O insurance. You’re covered. The big money’s gonna come from the banks who underwrote the deals anyway.” “And you’ll get your share of that,” says Donna sounding angry again. “I build a company. I create value, wealth. Then the fucking blood-suckers come and take it back out. And damned if my husband’s not one of them…” “Calm down. Please, calm down,” says Francis. “Trust me, other than some pain in the ass time-wasting stuff, you’re gonna be okay personally. I don’t think there’s gonna be anything your D&O can’t handle. There actually may be a way we can be more than all right.” “What’s that?” “Remember how helpful you were with Big Router?” asks Francis. “Same sort of thing but different. Can I come home and talk about it? I’m standing on the street corner.” “Maybe the door’ll be open, maybe it won’t. One question, though.” “Yes, babe?” “Did you buy the rock because you knew the door’d be locked?” “Privileged information,” says Francis. “See ya,” says Donna. # “You talk to the D&O people and Barcourt?” Larry asks Aaron Smyth the next morning. Donna is in Larry’s office as well. “Yes.”
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“And?” “Pretty much what I thought,” says Aaron. “The D&O people are picking up responsibility for now. They’ve given us a list of law firms to choose from to represent us. They weren’t surprised; they got plenty of these.” “So they’re committed to covering us?” asks Larry. “I think ‘committed’ is a little strong. They never commit to anything. But they are stepping up to the plate for now.” “And Barcourt?” asks Larry. “They waive this bullshit about being reimbursed by us when they get their asses sued for whatever it was they did?” “Not exactly.” “What does ‘not exactly’ mean? In case you didn’t notice, this is real life and not a fucking Hertz commercial.” ”They didn’t assert a claim against us,” says Aaron. “They didn’t ask us to defend them.” “Did you ask them to waive the claim against us? You tell them we’re goin’ over to the other side if they don’t?” demands Larry. “No, I didn’t. I can if you still want me to, but I don’t think we should.” “Why? Why the fuck shouldn’t we get’em to waive this claim once and for all?” “Because they won’t,” says Aaron. “I could bring it up, but they won’t. And I don’t think we want to force them into choosing right now. Might force them to file something just to keep their options open. Way it is now when they haven’t asserted a claim their case for doing so gets weaker every day. And the plaintiff’s are gonna fight the bankers tooth and nail if they try to get the companies to reimburse, because the companies’ pockets aren’t deep enough.” “I say leave it alone for now,” Donna interjects. “Aaron is right.” “Since when are you a lawyer?” asks Larry. “This advice from your husband who’s suing us?” “Of course not,” says Donna. “He’s recused himself. He has nothing to do with this. And there are probably ten other firms that, if they haven’t sued us already, are going to, whether or not Grant & Gilding did.” “So what makes you think Aaron’s right. That we shouldn’t tell these bastards we’re going over to the other side unless they waive their claim against us?” “You gonna sign something that says you’re NOT going over to the other side if they waive their claim?” asks Donna. “What would that look like? A piece of paper says I’ll perjure myself for you guys if I have to? Besides, maybe we want to go over to the other side later. Maybe that’s where the money is.” “You’re making more sense than Aaron on this,” Larry concedes. “You sure you haven’t been talking to your husband?” “I never talk to my husband, Lar. Against my principles.” “Okay, we’ll be pussies for now,” Larry decides. “We won’t say anything nasty. But if they say one fucking word about being reimbursed by us, we’re all over them like flies on shit.” “Then we should talk,” says Aaron.
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“Then we’re all over them,” repeats Larry. “Nothing to talk about. Pisses me off to lay low now, Aaron. If they attack it’s all over.” # It’s June 7, 2000. The NASDAQ seems to have stabilized around 3800 after being below 3200 in May. Brave investors are tiptoeing back into the market. The price of hackoff.com has also stabilized in the low sixties. This is less than forty percent of its all-time high, and a third down from the price of the secondary. But the price decline is no worse than most of the stocks that went public the year before. However, antihack is only down twenty percent from the price of its secondary. Larry Lazard is presiding over a staff meeting in his office. He sits at the middle of his conference table looking out towards the East River. The day is clear, but the morning sun is red as the light fights through the haze of Brooklyn. At table with Larry are Donna Langhorne, Dom Montain, Frank Folger, Aaron Smyth, and Eve Gross. Technically, Eve is not one of Larry’s direct-reports because she reports to Frank, but Larry said he wants her at this meeting. “The main reason for this meeting,” says Larry, “is to figure out what to do to get the stock back up again.” “What makes you think it can go up at all?” asks Donna. “Maybe we’re lucky if it doesn’t go down further.” Larry says: “The market panicked. That wasn’t our fault. We got punished for it along with everybody else. A little worse than it had to be because Barcourt did a shitty job supporting us — something that you and I, Donna, still have to work on. There’s no fucking reason why we should do worse than those assholes at antihack.” “Right. They didn’t position as ‘e-commerce squared’,” says Donna. “Cubed!” says Larry. “We’re ‘e-commerce CUBED’.” “Even worse,” says Donna. “That positioning is asking to get whacked and we did. Your logic was that when e-commerce goes up, we should go up exponentially. That was fine when e-commerce was going up. When it goes DOWN, we go down exponentially. Surprising we didn’t get hit worse.” “Donna, we’ve been over this a million times,” says Larry. “That positioning got us to the party. It got us public. It got us through the secondary. Sure, it hurt when the market panicked; I’m not being defensive about that. Now that the market is coming back, it’ll help again.” “Who says the market is coming back?” “Higher prices. Cash inflow into mutual funds. There are lots of signs. And e-commerce never really went away. It’s continued to grow. Sure, some of the flakier companies that never had a chance are gone, but that just leaves more room for the winners to grow.”
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“Some of those ‘flakier companies’ were our customers,” says Donna. “Even some of the wannabes that we booked last quarter are gone now, and we have to write them off this quarter. That’s not going to help.” “Good. It’s time we started talking about this quarter,” says Larry. “Donna’s being a pain in the ass but she’s right that we have to show results if we’re going to get our share of the money that’s coming back into the market. It should certainly help that we show steady growth in operating profit. Even better if we showed sharp growth. Frank, what’s the chance of beating our goals for the quarter? What do we have to do to come in higher than we planned?” “I don’t think there’s anything we can do to beat our numbers,” says Frank. He doesn’t look up as he talks. “What do you mean?” asks Larry. “If we’re going to make our numbers there must be something extra we can do to beat them. We have most of a month left in the quarter.” “We’re going to have a hard time making the numbers, boss,” says Frank. He still hasn’t looked up. “What the fuck do you mean?” Larry’s voice is sharper. “Two weeks ago you said we had it made. Now you’re telling me we can’t make our numbers?” “The deals aren’t closing,” says Frank. “It’s a different world out there. We really had to start the funnel over this quarter. You know we drained it last quarter.” “Don’t give me that shit. You knew about the end of last quarter when you told me two weeks ago that we’re solid. What the fuck’s going on?” “Are you gonna let me tell you, boss?” asks Frank. “Go ahead. But make sure you end with how we make the numbers. I’ll listen to the excuses, but just so I can understand what you’re gonna do to make the numbers for this quarter.” “We started with the funnel empty,” says Frank. “We decided to do that because we needed to make the numbers last quarter…” “You already said that,” says Larry. “You knew the funnel was empty when you made your forecast. You must’ve thought you had some way to deal with it. Damn it, you gave me numbers and now you say that you’re not going to make them.” “The numbers for this quarter are the same numbers we set for a goal way back at the beginning of the year. We didn’t revise them down when we pulled everything we could into the last quarter.” “You COULD have revised them down,” says Larry. “You just didn’t. I assumed that meant you had confidence that you could make your numbers.” “I tried to tell you, boss. You didn’t want to LISTEN. You said sales had to grow quarter over quarter.” “You didn’t try to tell me anything. Yeah, you tried to get quotas reduced so you guys could make more money, but you always do that. You told me two weeks ago we were going to make the fucking numbers. Now you’re telling me you won’t! What the fuck changed?”
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“We’re NOT CLOSING DEALS,” says Frank. “Deals that I thought would close — deals that would’ve closed last quarter, that certainly would’ve closed last year — they’re just not closing.” “Why?” “I don’t know. Different reasons.” “For example?” “A lot of customers say there’s just no time to make the the decision. Some have been laying people off because they can’t do IPOs or secondaries in this market and they’re running short of cash. So sometimes the guy we’ve been dealing with isn’t there anymore and we have to start over with someone new. And some don’t want to pay the price. If it’s a cash deal, they don’t want to pay the cash. The equity deals are getting hard because a lot of them are in tough negotiations with their VCs over another round of financing and they can’t issue any new stock. And finance isn’t helping by taking forever to approve any equity—” “Frank, don’t try blaming finance,” says Donna. “You’re bringing us shit and we’re not gonna let you book it. You bring us good stuff, we’ll accept it.” “Two deals got turned down yesterday that were just like the ones we booked last quarter,” argues Frank. “We warned you last quarter that booking those wannabes with no money and no financing wasn’t gonna happen this quarter. We’re already writing off some of that crap we let you book last quarter.” “Well, the sales guys aren’t getting a clear message,” says Frank. “They don’t know what they can book so they waste a lot of their time.” “You didn’t GIVE them a clear message.” “We don’t have time for this fucking bickering,” Larry interjects. “We gotta figure out how we get a decent quarter out of this. Frank, I asked you how do we recover?” “Well, if the problem is that we’re not closing sales, then we gotta do things that make our customers want to close as much as we do.” “Here we go again,” says Donna to Dom, but loud enough for everybody to hear. “Let him talk,” says Larry to Donna. “Frank, how do we make ’em want to close?” “I think same as we did before works, boss. We give ’em a price break that depends on closing before the end of the quarter. We cut ’em some slack on valuing their equity. And maybe we do something for the salespeople to keep their heads in the game.” “I don’t fucking believe it,” says Donna. “Larry, how can you be listening to this? It’s the same old crap he gave us last quarter. Including the fucking extra comp for sales guys who aren’t doing enough to earn their REGULAR comp.” “It worked last quarter,” says Frank, his eyes on Larry. “You know sometimes we have to do what we don’t wanna do if we’re gonna win. We wanna win, boss, we do.”
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“It dug us a hole last quarter,” says Donna. “It dug us a hole and now we can’t get out of it this quarter so he wants to dig it deeper.” “If we do all this,” says Larry, “what do we get in sales for the quarter?” “I can’t give you a number,” says Frank. “What’re we looking at if we don’t change anything?” Larry asks. “Looks to me like sales’ll be about flat with last quarter, about fifteen mil,” says Frank. “That’s pretty good considering we pulled everything into the first quarter we could.” “That’s pretty shitty considering the forecast is NINETEEN mil,” says Donna. “And considering we need at least 17.5 mil for operating break-even that’s really pretty shitty. Not to mention you’ve got five more feet on the street this quarter.” “Wait a minute,” says Larry. “Last quarter we had an operating profit with FIFTEEN mil of revenue. I know we added some people, but how did expenses get to where we need 17.5 for break-even now? How come I don’t find these things out until it’s almost too fucking late to do anything about them?” Donna says: “Because sometimes, Larry, you don’t listen. You approved the extra people. By the end of the quarter we’ll have about 165 heads, thirty more than we had at the end of the last quarter. All kinds of insurance went up, especially D&O because of the class actions. We’ve been advertising more; we have a lot of trade shows in the second quarter. Won’t happen in the summer, but it’s happening now. We’re paying lawyers even more than we budgeted…” “We already budgeted an increase,” says Larry. “We paid a fucking fortune to lawyers for the secondary last quarter. How can we be spending even more than this quarter?” This question is aimed at Aaron. “We pay now or we pay later,” he says. “You want to sue customers that didn’t pay us. Suits cost money. They counter-sue, we gotta defend. That costs money. You don’t want to settle the ‘wrongful termination suits’…” “Fuckin’ ‘a’,” says Larry. “We fire someone because he or she or it is fucking incompetent or lazy and then we’re supposed to pay a penalty because they’re old or black or gay or young or purple? Not gonna happen. We fight.” “Yeah,” says Aaron, “I understand how you feel, but fighting shows up in legal bills. We didn’t budget for this much fighting or this much suing deadbeats. And we have to defend ourselves on the class actions…” “I thought the D&O insurance takes care of that. Donna just said the premium went up because of all this class action shit.” “It should mainly,” says Aaron, “but there’s still the deductible. Obviously, that gets spent up front so we have to expense most of that this quarter when we spend it.” “Okay,” says Larry, “anyone else got anymore bad news? Dom, how’s the new release coming?” “So,” says Dom, “we’re almost on schedule.” “What the fuck does ‘almost on schedule’ mean?” “I think we’ll be about a month behind.”
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“You think? You THINK? You managing this project or are you just ‘thinking’ about it? Why are we behind?” “You added new features,” says Dom flatly. “They took time.” “You didn’t tell me we were going to slip when you added them. You said ‘no problem, Lar, we’ll get them in.’ Now you’re using that as a bullshit excuse. I don’t buy it. And we needed those features — antihack says they’re gonna have them.” “I didn’t say they wouldn’t add time to the schedule. Feature creep always adds time. They took longer than I thought, partly because I’m down two people. One cashed in his options and is going wind-surfing forever in the canyon in Oregon where all the Microsoft guys go. The other just retired in place when he got rich. I had to fire him. Maybe we can catch up some when we replace them.” “IF we replace them,” says Donna. “What do you mean ‘IF’?” ask Larry and Dom simultaneously. “You guys been listening? WE’RE NOT MAKING OUR NUMBERS. Our headcount’s already up from where we were last quarter and we’re lucky if we get the same revenue we had then. We can’t just keep piling on expense.” “We gotta grow,” says Larry. “That’s what Internet companies do. The Street’ll shit if we start shrinking. We’re not AT&T; we can’t cut our way to glory.” “And we gotta have developers to do new stuff if we’re gonna grow,” says Dom. “I mean guys quit and I need more heads, not less if we’re gonna keep up.” “This new release — how’s it gonna make us money?” asks Donna. “We gotta have it,” interjects Frank Folger. “It’s hurting us not to have the features antihack has. People are already expecting it.” “Does antihack really have the new features?” Donna asks. “They’ve announced ‘em,” says Frank. “We announced ‘em, too,” says Donna. “Larry talked about them at them at Internet World. We’ve got lots of slides.” “I can’t sell slides,” says Frank. “You’re not selling much of anything, right now,” says Donna. “All antihack has is slides. No one’s got this ‘heuristic hacker hunter’ stuff or whatever it’s called. It’s vapor-ware, Frank. Customers can’t get it anywhere so it doesn’t matter if we have it or not.” “I’ve got lots of email from our existing customers,” says Frank. “They really need Triple-H technology.” “Right,” says Dom. “They gotta have it. My panel at Internet World — that’s all anyone was talking about it.” “We don’t charge for upgrades,” says Donna. “Remember? We get the chunk of equity up front and then we’re their partners and we give ‘em updates forever. They pay cash, we charge ‘em the big bucks up front and they’re set for life or something.” “Yeah,” says Larry. “That’s our business model. So?”
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“So it doesn’t matter what the existing customers want. They already bought and they’re not going to give us any more money. And no one has this Three-H stuff, whatever it is, so it’s not hurting us in the marketplace that we don’t have it. We can’t just keep spending money and then spending more money. When the market was going straight up, it didn’t matter. The value of our portfolio went up and we were okay.” “Yeah,” says Larry. “That was the plan. The appreciation in the portfolio pays for the innovation we do plus some more. So?” “So, maybe you’ve noticed — THE PORTFOLIO ISN’T APPRECIATING. It’s losing value. We can’t just keep spending more.” “When we have the new features, we’ll sell more,” says Dom. “Then it’ll be good those assholes at antihack don’t have it. Companies need Triple-H technology, they come to hackoff. That matters. That’s why I’ve got to get the people to get it done.” “I don’t believe this,” says Donna. “We say we’re going to have this. Customers KNOW they’ll get the upgrade free. But we’re not closing sales. Listen to Frank.” “It’s not the same as really having it,” says Frank. “Just saying we’re going to have it.” “Anyone put off buying until we have Three-H?” asks Donna. “I’m sure there are,” says Frank. “Who? You didn’t give this as one of the reasons you aren’t closing sales. This is bullshit. I’m not gonna sit here and watch us spend ourselves into a hole because YOU wanna have the coolest technology on the block. We gotta GROW UP!” “I’ll have to get back to you on who,” mumbles Frank. No one seems to hear him. “I have an idea,” says Dom. “I think Donna’s right, but I have an idea.” Larry is staring straight ahead and doesn’t appear to hear anyone. “What’s your idea, Dom?” asks Donna when no one else responds. “I think we need a new product. If we had a new product, we could sell it to the old customers.” “That would help,” says Frank. “How the fuck we gonna do that?” asks Larry. “Dom, you can’t even stay on schedule for the upgrades we need to the product we got. Frank, you can’t sell one product; how’re you gonna sell two? Are you gonna tell me you need more salesmen like Dom’s about to tell me, ‘No problem, Lar. I can do two products. Just need some more developers.’ What’re you guys smoking? We gotta execute on what we’ve got on our plate, that’s all.” Donna looks at Dom and smiles for the first time in the meeting. “That does make some sense, Dom. You been going to business school mornings when we think you’re sleeping late? It’s not rocket science to try to get some more money out of the customers we’ve already got.” “If we have to have a shitty quarter,” says Larry, thoughtfully, “then it would be good to have something new to announce. Something to keep the Street’s faith in us. Dom, how long’ll a new product take?”
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“Depends what it is. I mean we don’t know what it is. How am I gonna tell you how long it’s gonna take? Then, if I’m wrong, you shit all over me. Maybe we should do some work, put together some ideas, test them out on customers, then have another meeting and decide what the product is. Then I’ll give you an estimate.” “I think you HAVE been sneaking out going to business school in the mornings,” says Larry. “Something is making your head soft. I don’t expect that business school bullshit from you. You think this is a case study? Neat little binder says ‘Decisions made at hackoff.com’; has all the relevant facts nicely laid out; we study it; we role play; we do a fucking regression analysis on all this nice data we just happen to have; we have lots of meetings; then we make a scientific decision and we get an A in the course unless our spreadsheets aren’t pretty enough. “The real world doesn’t work that way. We’re in this meeting here now with all the data we have and none of the data we don’t have. We don’t know what’s relevant and what’s not. Our portfolio value’s going down. We know it’ll come up again but we don’t know when. Frank doesn’t know why his salesmen aren’t selling anything. Aaron doesn’t know how much more the fucking lawyers are gonna cost us or who’s gonna sue our asses next. Donna doesn’t know who’s gonna pay their bills and how much the next D&O insurance premium is gonna be. You don’t know when the enhancements to the product we got’re gonna be done. And you wanna do a new product?” “But, Lar,” says Dom, “that’s why I wanna take some time. That’s why we gotta study this. Define the product. Maybe get some estimates from Frank of what he can sell. Talk to the customers…” “There’s no time,” says Larry. “It’s almost the end of the quarter. In this meeting we gotta figure out how to get positive operating earnings for the quarter and — if there’s gonna be a new product for me to announce — what it is.” “Larry,” says Donna. “I don’t think you hear us. There aren’t going to be positive earnings for the quarter, not with what Frank is projecting for sales.” “All the more reason to have a new product to announce. But I’m not giving up on the earnings. As much as I hate the idea, we’re gonna run another fucking sale like we did last quarter. Frank, you tell anyone it’s a sale this time and I personally cut your nuts off.” “Got it, boss. Same extra incentives for the sales people?” “No,” says Larry. “Something different.” “You want me to get you some suggestions on that?” asks Frank. “No. I know what I want to do on that. Lowest three salespeople on percentage of quota are fired.” “Smartest thing anyone’s said all day,” says Donna. “I think this may have unintended consequences,” says Frank. “I don’t advise it.” “Your discretion,” says Larry. “You can fire more if you want to.” “Or fewer?” asks Frank. “Which part of ‘more’ don’t you understand?”
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“What if they all make quota?” asks Frank. “Wouldn’t be right to fire them then.” “If they all make quota; we sell nineteen mil; we don’t have a problem. Then you don’t have to fire anyone. You just said we’re on track for fifteen mil. That means they don’t all make quota.” “I think ... we should adjust some of the quotas,” says Frank slowly. “Doesn’t motivate people to go after a number they can’t make.” “The ones who can’t make their numbers get fired,” Larry repeats. “At least the low three. You could easily talk me into more. Next subject: hiring freeze. No one new gets hired. Start looking at low performers everywhere; they get fired.” “We have to give them warning,” says Aaron. “We can’t just fire people for cause with no warning or we’ll spend even more on lawsuits. I suggest a layoff. Not our fault we didn’t know we wouldn’t be selling as much. It’s okay to lay people off so long as it’s not discriminatory. Easiest we start with the people with the least seniority.” “No,” says Larry. “No what?” asks Aaron. “No fucking way,” says Larry. “I already said this isn’t AT&T; we don’t get rid of good people while we’ve still got bad people. I don’t care if it’s a layoff or firing so long as we get rid of the people who aren’t performing. Some of them have been here a long time like the guy Dom let go. Why can’t we have a nondiscriminatory firing of the worst performing people? It’s not age. Not color. Not sexual-fucking-orientation. It’s whether they do their job well or not.” “We have no documentation,” says Aaron. “People have been too busy to do performance reviews, so we haven’t documented who we thought wasn’t doing a good job. And, since we didn’t do the reviews, we haven’t warned people either, so we can’t fire them for cause unless they’re stealing or something.” “How did Dom get rid of the guy retired at his desk?” “We bought him off with three months severance and an extended period on his options,” says Donna. “We could do that with more people if we have to.” “That’s not gonna help this quarter,” says Larry. “Nothing you do with people’s going to help this quarter. It’s almost over. Might help by fourth quarter if we get started right away.” “Why doesn’t it help the third quarter?” “If we move quickly,” says Donna, “we pay severance. Even if we move slowly, we pay severance, just less. Got to expense the severance, all of it, in the quarter we incur the obligation, not when we pay out the money. If you fire someone today and give them six months severance, you expense the whole six months right now in the second quarter.” “Jesus,” says Larry. “Okay. Don’t fire anyone else with severance this quarter. But everyone’s gotta start reviewing so we can get rid of people who aren’t pulling their weight next quarter without paying blackmail.” “That’s not a bad idea, Lar,” says Donna. “We shoulda been doing it all along but gotta start sometime. Street might not mind a big lump of severance
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next quarter. Makes clear expenses are going to be lower going forward. But they aren’t going to like THIS quarter, that’s for damn sure.” “I don’t see the Street liking us shrinking,” says Larry. “They bought us because we grow. I don’t want to start on the reviewing until after this quarter is over. I want everybody full speed on making it the best quarter it can be. We gotta pull it out. Time enough to start the reviewing next quarter — July 1, especially if we don’t pull out an operating profit.” “Not going to be a good quarter, Larry.” “I’m not giving up. I really don’t want to report a down quarter or negative earnings from operations. The stock’ll crater.” “Be realistic.” “I AM realistic. People have to work harder. Make things happen. If I wasn’t realistic I wouldn’t have okayed the fucking end-of-quarter sale. Okay: next subject. New product. Dom, you figure it out yet?” “I’ve been thinking,” says Dom. “While you were talking about all that other stuff, I’ve been thinking…” “We can tell,” says Donna. “What do you mean?” “You were a thousand miles away. Didn’t say anything about the hiring freeze. Didn’t hear when we talked about the guy you let go. You were somewhere else. What did you bring back?” “So,” says Dom, “we’ve been selling software.” “Yeah,” says Larry, “that’s what we do. Now you want us to sell hot dogs or dope or something?” “So I think we can get more recurring revenue if we sell service. At Microsoft we were always trying to—” “I don’t want to hear about fucking Microsoft again,” says Larry. “This is hackoff…” Dom shows no irritation. “Okay, I think we ought to sell a service based on our software. We want to get recurring revenue and people are used to paying only once for software — maybe buying an upgrade sometime in the future— but we’ve said upgrades’ll be free.” “What, exactly, would this service be?” Larry asks. “Monitoring sites against hacker attacks. Giving them real-time instead of just passive protection the way we do today. We set up a network control center — a NOC — and we monitor what happens to our customers’ firewalls and at the boundaries of their networks. If something is happening, we respond in real-time. We even counter-attack the attackers — shut them down.” “Can we do that?” Donna asks. “Sure. It’s like a war game only it’s real. We used to hack against each other at Caltech all the time. This has been going on ever since computers could communicate.” “I sort of like it,” says Larry. “I think you boys just want to play computer games. I’m not convinced. How much’ll it cost us to develop? How much can we charge for it? Will Frank’s guys be able to sell it any better than they sell what we have now?”
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“Hey, I can’t answer all that,” Dom objects. “I just thought of this.” “I have another question,” says Eve Gross, opening her mouth for the first time at this meeting. “How do we position this versus our current product? I mean, we’ve been telling people that we ARE protecting them. Now we say they need more protection.” “I don’t think that’s a big problem,” says Larry. “We are protecting them better than anyone else — especially antihack — can. But the world is getting more and more dangerous so we’re stepping up the level of protection.” “But,” says Eve, “we say that our customers who deploy our software correctly have never suffered from a serious breach. So what evidence is there that more is needed? Are we now going to say that they are in danger even if they have our software?” “I think we should be okay as long as we make the point that we are protecting them better than antihack is.” “I still think it de-positions our existing software product,” says Eve. “That may not be so bad,” says Donna. “We’re not making enough money from it. We’re committed to free upgrades forever. At least we can get new income from our customers with this. Maybe we don’t offer an equity deal on this at all. Use it to beef up cash.” “Can’t do that,” says Aaron, “unless we give all the equity back to the equity customers. Way it is now, we’re committed to offer them any new hackoff products on an equity basis. Since this is a service and not software, I don’t think there’s any question that it’s a new product and not an enhancement or upgrade that they’re entitled to free. But we still have to give them an equity option. There’s even stuff in our contract with them which says how much equity based on what they gave us initially and the ratio of cash price of the new product to the old.” “Do we get to step up the equity for those guys whose value has fallen out of bed?” asks Donna. “Don’t think so,” says Aaron. “We didn’t want it to work the other way so they could step down when the price goes up.” “We should give the equity back, then,” says Donna. “Otherwise the ones with worthless stock buy for equity and the ones with good stock buy for cash. We lose either way.” “No fucking way,” says Larry. “That’s not what we’re about. Maybe I can buy this new war game product Dom’s dreaming up. Best idea he’s had in a while. But we’re not changing our strategy as far as acquiring customer equity. That’s what differentiates us from those clowns at antihack.” “That’s not all that differentiates us,” says Dom loudly. “You’re all hung up on the financial stuff and forgetting the technology. We have a better product.” “You would say that,” says Frank. “It isn’t easy to make that point in the marketplace.” “That’s because you and your guys don’t know a hacker from a handball,” says Dom. “You don’t understand technology, so you can’t design solutions for customers. You can’t even speak intelligently about why our
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customers are safe and antihack’s are at risk. That’s why we’re not selling shit. All you and your guys know how to do is give stuff away. I—” “That’s enough, Dom,” says Larry. “We know we have better technology. We also have a better business model. You’re going to demonstrate this better technology by delivering a managed service within six months. When the stock market goes back up, people will know that our equity strategy is much better than pure cash. Meanwhile we get some repeat sales...” “I’m not sure…” says Frank. “I’m not sure either,” says Donna. “I’m not sure we should be spending cash on a new product. I’m not sure we should sell this service to anybody for equity. So far, it doesn’t matter if we take equity from someone with no cash because we have no significant incremental cost when we give out another copy of the software — except for the commissions. And you know what I think about that. If we’re selling a service, we spend money on people every month to deliver the service; and we don’t get in any cash from these guys who are paying us in equity. This is much more risky…” “Bots’ll provide most of the service,” says Dom. “Sure we have people in a NOC, you can take their picture and it looks good, but basically they’re waiting for the red lights to flash, which won’t happen very often. The bots are watching and, the way we’re designing this, they run mainly on the customers’ machines so we don’t have to buy much new hardware even when we get lots of managed service customers.” “Larry’s gonna say I sound like I’m still in B-School,” says Donna. “But I think we don’t know enough to make this decision. I think we’ve got facts we need to study and then we decide. I respect you Dom: I know you’re good. I know our software is better. But times have changed and we’ve got to think about this before we commit.” “You’re right, Donna,” says Larry. “You do sound like you did in BSchool. I thought you unlearned that bullshit about knowing all the facts—” “I didn’t say we need to know ALL the facts. I said there’s more we need to know before we turn from a software company to a service company. There’s more we’ve gotta think about in terms of how we get paid as a service company.” “Time for thinking is over,” says Larry. “We got to talk some more about how we make this quarter come out okay, but meanwhile we’re doing this managed service. Dom, we need a real schedule. Need to know what doesn’t get done if you’re doing this.” “I can get you the schedule. Nothing’s got to slip if I can get some more people.” “No more people. We have a hiring freeze. And this project isn’t gonna make us any money for a quarter or two. Can’t take more of a hit on the expense side to do it. So you gotta not do something else you were gonna do. What is it?” “There’s some stuff I can cut,” says Dom. “We can delay the Triple-H stuff…”
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“See?” says Frank. “See? Stuff we’re already using as a selling point, now we’re not gonna have it. What do you think that does to sales?” “Frank, stop whining,” says Larry. “Yeah, Dom, fine. Delay the Three-H stuff.” “I can fill my vacancies, right?” asks Dom. “Which part of ‘hiring freeze’ don’t you understand?” asks Larry. “I’m not asking for new hires. Just replacements. You want this out, I gotta have people.” “You want to do this, you do it with the people you have.” “Fine,” says Dom. “But it’s gonna take longer.” “Can’t take past six months.” “It might.” “You don’t even know what ‘it’ is yet. You just made the whole product up. Make sure there isn’t more ‘it’ than’ll take six months with the people you’ve got. We need this on time.” “This is insane,” says Donna. “This isn’t the way to plan. Good thing no one can hear us.” “Look,” says Larry, “it’s time to play You Bet Your Life. I think this is the right thing to do.” He takes his pistol off the table, spins the barrel, holds it to his head, and pulls the trigger. As usual, there is an empty click. No one looks as if they expected anything else. “So,” says Larry, “that’s settled. “We get new revenue from existing customers with a new service product. Good long-term strategy. Short-term, we have a hiring freeze. Clamp down on expenses. Run another end-of-quarter sale. Eve, any ads or shows you can cut back on?” “Nothing that’ll help this quarter,” says Eve. “Everything’s already locked in. Not much I can cut from next quarter either. We don’t do much during the summer. Maybe a show and a couple of ads in September I could pull, but we’ll pay for that later in lost sales opportunities if I do.” “Be prepared to cut; keep commitments down,” says Larry. “Next quarter’ll be tight, too. I’m never sure how much real business the ads bring in and I know how much it’s gonna hurt the stock if we are not operating-income positive. Frank, you gonna make fewer sales if we run fewer ads? You getting leads you can follow up on?” “Very hard to tell, boss. Lot of leads are wannabes, waste our time. I think the money might be better put into sales incentives.” Ignoring Frank’s suggestion, Larry turns to Eve. “Eve, Not sure we’ll cut ads but we gotta make sure the short term comes out right. Be prepared to cut in September.” “I’ve got to know soon if we’re going to do that. Otherwise we’re locked in.” “I got it. I’ll make sure we get back to you. Donna, what do we need in cuts if sales come in at 17.5 mil?” “Larry, you can’t get there from here,” says Donna. “I don’t know how to make that plainer. You don’t want to hear it but it’s true. You’ll be lucky to get sales above sixteen mil anyway.”
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“I think we want a smaller group to discuss this,” says Aaron. Larry starts to disagree, stops and thinks, then says: “Meeting adjourned. Frank, you have a long, long way to go. Get on it. Dom, I want a REALISTIC schedule. Don’t make the product fat. Design it so we can deliver it in six months. Everyone, there is a hiring freeze. Eve, you need to think hard about positioning the service; that should be exciting. But remember, we may have to cut September ads and trade shows. Donna, Aaron, please stay.” Everyone leaves but Larry, Donna, and Aaron. Donna and Aaron move to the other side of the table across from Larry with their backs to the window and the river. The sun has now risen out of view and the smoke and haze are increasing over Brooklyn in the background. “So, I take it this is attorney-client communication?” asks Larry. “It is.” “And, let me guess, it has something to do with the quarter. Something like: if we already know we’re gonna fuck up and not meet the Street’s expectations, then we gotta tell people about it or we get our asses sued again.” “We probably get our asses sued again, anyway,” says Aaron. “But if we get the warning out as soon as we could possibly know anything then we’ve got a better chance of winning or settling for less. It’s not a good thing to have a discussion with a whole bunch of people around…” “You mean my staff?” asks Larry. “That’s the whole bunch of people?” “Right. Some of that bunch of people are likely to remember this conversation some day if they should be asked about it under oath. They might even remember it being more specific than it was. Some of them may even be writing stupid emails right now saying: ‘Oh-my-god, we’re going to miss our numbers for the quarter.’ And that email could end up in a court of law some day. The numbers won’t matter much if we’re prompt about telling people the bad news. It’s going to matter a lot if every one is surprised when we announce our results in July and the stock craters. At least everyone who bought the stock between now and that day in July is going to have a pretty good case. And people who didn’t sell will claim that they could have sold at a better price if only the company had been forthcoming with what it knew.” “We don’t know shit. I still think we can make the quarter. We just need to bear down.” “Larry, we’re not going to make it,” says Donna. “We’re not going to make it on the sales side and, this late in the quarter, there is no way we’re going to squeeze enough out of expenses to end up with a profit from operations. We’ll have a profit because of companies in our portfolio being acquired but no profit from operations.” “What are the analysts forecasting?” asks Aaron. “One to two cents,” says Donna. “We’ll do that easy,” says Larry. “I’m not sure of that at all,” says Donna. “And, if we do, it’ll just be because companies sold that weren’t in anyone’s forecast. It’ll still really be a miss.”
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“It won’t be,” says Larry. “Analysts say one or two cents. That’s what it says on Zachs. When we announce earnings, I think we’ll beat that with the equity sales but at least we’ll be there. So what would we be giving a warning about?” “People are expecting us to continue to have earnings from operations. When you announced that we had positive numbers from operations last quarter, you made a big deal out of it. Said it was a ‘milestone’. You don’t backslide over a milestone.” “I didn’t say we were going to STAY positive. I was very careful not to make projections. Now you and Aaron want me to take back the guidance I DIDN’T give because it might be wrong even though I still think it’s right? Not gonna happen. Doesn’t make sense. What if I do that and then we make the numbers? Somebody’ll sue us for talking the stock down. Besides, if I announce we’re not gonna make the numbers, then for shit sure we won’t because everybody in the company stops trying. “If I really thought we were gonna miss, if I were sure, then, yeah, we ought to say something. Might as well put out the bad news if we know it and take our beating. I agree with that; we’ll get beat up later anyway. But I’m not sure we’re gonna miss. And even if I’m wrong, we’re gonna make the bottom line anyway because of the equity sales. So it’s dumb to say anything now, especially because that will make it sure that we miss.” “You may be OK,” says Aaron. “I’ve got to think about this. If I were you, I’d make sure that there is plenty of email documenting that you’re still optimistic about earnings and that you think the analyst forecast is in the bag because of the asset sales. If the end of the quarter comes and we know we’re not positive from ops, then I think we ought to revisit a warning. But we can wait ‘til then, I think, like Big Router did last quarter because we know we’re offering quarter-end inducements and sales really could close. We should NOT be writing any emails or going around saying that we can’t make the quarter.” Aaron addresses the last sentence to Donna. “You’re the lawyer. This worries me, though. Even if we don’t get sued, the analysts won’t trust us anymore because we left them out on a limb. They made a big deal — at least John Braxton made a big deal — about our earnings from operations. I don’t want to get sued again, that’s for sure, and I don’t want to lose my relationship with the analysts.” “So call them,” says Larry. “Call Braxton anyway. Give him a heads-up. Tell him the quarter looks tough even though we’re gonna make the bottom line number. Sales a little slower because of the whole dotcom hiccup thing. Expenses up as we prepare to continue growth. Prospects great. Profits from equity sales, even though we weren’t looking for them. Then there’s no surprise for him and he doesn’t go out on a limb and write something he might regret between now and when we announce earnings. Obviously, tell him this is privileged information. He can’t write it or tell anyone. But he can just keep quiet about us between now and when we can give him a closer fix on the numbers. Then you’re a hero either way. We pull it out like I think we will, and he’ll know you’re cautious and protecting him. He likes that. We don’t make it,
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at least you kept him out of trouble best you could. Probably he’ll want to marry you after this is all over.” # Donna does call John Braxton the next day. She tells him pretty much what Larry told her to say with a little more jargon and a little more caution. As Larry predicted, Braxton thanks her profusely for the heads-up. He affirms that he understands the need for confidentiality. He tells her, as they hang up, that he wishes he could trust all CFOs to be as forthcoming as she is. In today’s world, he says, too many are just too tight with information. She should never feel she has to wait to be certain before she tells him something. Then Braxton calls Barcourt’s chief trader Sam Gutfreund. He tells Gutfreund not to cover any of Barcourt’s short position in hackoff.com. Gutfreund asks him why. Braxton tells him that it is just something he heard in the market that makes him think they may be able to cover at a lower price later. He can’t be specific, he explains, because of the Chinese Wall which separates the analysts from the traders to make sure there are no conflicts of interest. Gutfreund says he understands. After the call, he leaves orders to carefully short another two hundred thousand shares of hackoff and to stay tuned for further instructions. Braxton also calls buy-side analysts at three major money market funds that are long-time Barcourt clients. The chit-chat is different with each of them but the message is the same. They may want to “lighten up a little” on hackoff. No big deal probably, but it’s a good time to lock in some profits. He declines requests for more information. They each thank him. He says they can trust him to look out for the interests of his best clients. The next day is Friday, June 9. Hackoff is down more than four points and closes at 56 5/8. Volume is pretty high with some big block trades. On Monday the sell-off in hackoff stock continues. It closes at 51 5/16. Selling pressure continues though out a brutal week. Friday, June 16, hackoff closes at 38 3/16. On Monday, June 23, trader Sam Gutfreund calls analyst John Braxton and ask him if he’s heard anything further. Braxton says nothing — nothing either way. But there’s been a lot of selling. “Yeah,” says Gutfreund, “lots of it seemed to come from our big clients, at last in the beginning of the week before everybody got spooked and started dumping stock.” “They’re smart people, our clients,” says Braxton. “Whatever,” says Gutfreund and hangs up. However, Gutfreund does decide to buy some hackoff to cover Barcourt’s short position which is now up over two million shares. He tells his desk trader just to nibble but to keep buying so long as he doesn’t pay more than forty dollars. Tells him not to buy more than 100 thousand shares each day, either. Never can tell what’ll happen.
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Barcourt is buying shares at less than forty dollars to replace shares it previously borrowed and sold at prices from ninety-nine dollars down. The average price Barcourt sold for was $78.67 according to Sam Gutfreund’s calculation. So, if they can replace the two million plus shares they sold at an average price of $78.67 with shares that they buy at no more than forty dollars, their trading desk profit on the deal will be eighty-three million and change. “Makes the commissions the fucking bankers get look pretty sick,” says Gutfreund to his wife that night. “And they get the big bucks. My bonus should be pretty good this year, though, honey. Better than I ever did at poker.” “I think we can afford some Orientals,” she says. “Whatever,” says Sam. ###
The Chat Board
HACKOFF IS UP – NO NEWS by: thewatcher02 (35/M/New Rochelle, NY) 06/19/00 10:45 am Msg: 12021 of 12036 hackoff’s back up! it’s at 44. no news from the company!
Re: HACKOFF IS UP – NO NEWS by: ChorusLine (22/F/Paramus, NJ Long-Term Sentiment: Buy Msg: 12022 of 12036
Posted as a reply to: Msg 12021 by thewatcher02
06/19/00 10:51 am
The Street should like seeing the stock show some strength. Surely the weakness has been overdone. Surely a recovery is overdue.
Re: HACKOFF IS UP – NO NEWS by: pooper Long-Term Sentiment: Sell Msg: 12023 of 12036
Posted as a reply to: Msg 12022 by ChorusLine
06/19/00 10:54 am
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© 2005 Tom Evslin
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This is whats called a deadcat bounce. Something falls as far and as fast as this stock did, doesn’t matter what it is, could be a dead cat and it bounces. hackoff is dead dead dead.
Re: Larry on MSNBC by: Jumbo10 (43/M/New York, NY) Long-Term Sentiment: Buy Msg: 12024 of 12036
Posted as a reply to: Msg 12023 by Pooper
06/19/00 10:59 am
You can be sure that somebody knows something. The market-makers always find a way to make their money. They were probably selling all last week because they knew something, and now they are buying because they know something. OR because there’s a way for them to make money on a trade, because they can trade in ways that we can’t. As usual, they make money while we lose. The market has been down, so it’s not too surprising that hackoff is down a lot, too. Especially because so much of its value comes from the portfolio of dotcom stocks that have been creamed. Plus the ones that are pre-ipo in the hackoff portfolio might never get to go public since the market has pretty much shut down for ipos. I’m going down from a strong buy to a buy because of all these factors. I would be even lower at a hold, but I think the market has overreacted and that it really should correct some from here. I don’t think we’re going back to our highs in the 150s right away, but there should be some correction, even if the market doesn’t come back right away. Then, when the market does come back, we should makes some real money. But you can be sure the greedy mms and management will make more. That is the one thing you can be sure of. And you can also be sure they’re not getting hurt now the way we are.
Re: HACKOFF IS UP – NO NEWS by: scooper Long-Term Sentiment: Buy Msg: 12025 of 12036
Posted as a reply to: Msg 12023 by pooper
06/19/00 11:05 am
pooper, your brain is what’s dead. Probably you fried it with drugs. HOFC is recovering because it went too low. The market panicked and now it is coming to its senses a little. This is a time to make some money and to double up on down positions.
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© 2005 Tom Evslin
Page 9.40
HOFC DOWN! by: thewatcher02 (35/M/New Rochelle, NY) 06/19/00 11:06 am Msg: 12026 of 12036 We’re falling again. We’re back down to 41!
Re: HOFC DOWN! by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 12027 of 12036
Posted as a reply to: Msg 12026 by thewatcher02
06/19/00 11:07 am
jerkoff is going to keep on falling no matter how much pumping and dumping jumbo does. This company sucks. The lizard is looting it for all he can. He went home with a pile of dough from the secondary and now what does he give a shit if the company comes down. He is probably short. He is probably in your shorts. antihack is a real business. They charge real money for their software and dont have a portfolio full of bullshit stock that is a fantasy fror all you jerkoffs becase it is going to go down and never get up. help Ive fallen and I cant get up. that’s jerkoff.
Re: HOFC DOWN! by: scooper Long-Term Sentiment: Buy Msg: 12028 of 12036
Posted as a reply to: Msg 12027 by Alaska60-60
06/19/00 11:09 am
Alaska, you asshole, you are probably the one that’s short and now your afraid the company is going to come back up. you are trying to talk it down. We are recovering now from what all you shorts have done and probbly you’re desparate now because you will have to cover at a higher price. Why else would you be here on the hackoff board if you love antihack so much why arent you on that board more? I looked there and your hardly ever there and when you are you are still talking about hackoff. Do you have a hardon for Lazard or something?
there’s something rotten at jerkoff by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 12029 of 12036
06/19/00 11:12 am
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I heard from a guy who knows somneone that used to work at jerkoff that there is something wrong there and that’s why the stock is going down. The lizard doesn’t know how to run the company or care and the cunt is trying to cut all the expenses but she is cutting all the good stuff and leaving all the bad stuff because this is the stuff the lizard and her like. So you jerkoffs who like to ride down can ride down more because this company is headed for the crapper and soon the stock will be less than 10. dont say I didn’t warn you.
BACK UP by: thewatcher02 (35/M/New Rochelle, NY) 06/19/00 11:18 am Msg: 12030 of 12036 HOFC’s at 43! The volume is up and there are some blocks trading.
More on the future by: Jumbo10 (43/M/New York, NY) Long-Term Sentiment: Buy Msg: 12031 of 12036
06/19/00 11:22 am
You have to believe that the dotcom stocks are going to come back if you are going to invest in hackoff. From what e-commerce sites buy, it looks as if hackoff’s software is perceived to be about the same as antihack’s, so if that’s all there was, the companies should have the same market cap. But they don’t; hackoff is still valued at more, even though it’s fallen further. There are two differences. One is that antihack sold debt as well as stock. So now they have more cash than hackoff, but they also have to repay the debt at some time. And the other difference is that antihack has a portfolio of dotcom stocks that are a liability right now. The market is very afraid because of what has happened to dotcom, but it will come back and then the market will probably overreact in the other direction. That may be the time to execute an exit strategy from hackoff. But as I said before, at this price the portfolio is being undervalued, which is why hackoff is a buy as long as you believe dotcom will come back — which it is sure to, except for some of the worst companies. That’s not entirely a bad thing.
Re: More on the future by: PacPhil (22/M/New York, NY) Long-Term Sentiment: Buy Msg: 12032 of 12036
Posted as a reply to: Msg 12031 by jumbo10
06/19/00 11:24 am
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© 2005 Tom Evslin
Page 9.42
Good points, Jumbo. You’re probably right. The market certainly has to come back. It always does.
Where are we trading? by: CLess Msg: 12033 of 12036 06/19/00 11:26 am
What’s the stock at? Why did it go down last week? When will it go up?
Porn rules by: TestTost (32/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 12034 of 12036
06/19/00 11:30 am
hackoff has a very strong position with the porn sites. The porn sites are not dot com. They are not public. They charge money for their content most of them and more and more are. It’s harder and harder to get hard for free. And they pay real money to hackoff so you don’t even have to wait for the dot coms to come back to see hackoff get good again.
Re: More on the future by: ChorusLine (22/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 12035 of 12036
Posted as a reply to: Msg 12031 by Jumbo10
06/19/00 11:35 am
The stock was way down. The Street doesn’t like it anymore. But the stock is moving up a little so maybe the Street doesn’t hate it either. What will the Street think?
Stock Down by: thewatcher02 (35/M/New Rochelle, NY) 06/19/00 11:40 am Msg: 12036 of 12036 HOFC at 42! Big volume.
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NASDAQ 4/3/00 - 6/30/00
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HOFC Daily Trading 6/30/99 - 9/10/01
NASDAQ 6/30/99 - 9/10/01
Chapter 10: September 11, 2001 – The Half Life of Surprise
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It is a beautiful prefall morning. A huge high pressure area covers the northeastern United States. The sky is brilliant blue, harder than a summer sky and deeper than winter. It is deep winter for Internet stocks. Commentators like to say that dotcom is “dot gone”. Many Internet companies have simply disappeared. Others are trading at tiny fractions of their highs and way below their IPO prices. The bubble has certainly burst. hackoff stock soared during the bubble; its strategy of accepting stock in its customers in lieue of cash payments was lauded as brilliant when these stocks, themselves, were soaring. Now, with the bursting of the bubble, hackoff’s strategy its own stock is sinking faster than the market as a whole. The value of its portfolio of customer stock shrinks relentlessly as the bubble deflates. Each quarter, as the value of its portfolio shrinks, hackoff is forced to write down the value of that portfolio. These write downs result in hackoff’s reported profits falling drastically. Moreover, reported sales are down significantly as the dotcom world shrinks and the number of companies with stock hackoff is willing to accept falls. hackoff reported an operating profit for exactly one quarter, the first quarter of 2000. By the next quarter hackoff is back to reporting operating losses. Quarter after quarter these losses grow. Analysts are predicting that losses will continue to grow. hackoff’s stock has plummeted from its all time high of 159 1/8 to the low hundreds, down though 100, sickeningly below fifty, then unbelievably into single digits. Now hackoff.com is trading around $1.10 per share. It has sometimes even slipped below a dollar during the trading day but, as yet, has never closed below one dollar. The dollar threshold is particularly important because a stock which trades for a period of time below one dollar gets delisted by NASDAQ. Delisting usually kicks off a further downward spiral in the stock price since it not only carries a stigma but also makes it harder for people to get information about the stock or even to trade it. Relisting is very difficult because the crippled stock must climb above five dollars to requalify. For most of its history, hackoff’s stock has traded well above that of its rival antihack. antihack always insisted on payment within thirty days in real money for its software. It never took stock in its customers for payment as hackoff did. hackoff’s strategy is now roundly condemned as typical Internet fluff, sometimes by the same people who once called it brilliant. antihack, once condemned for being stodgy in taking cash rather than stock for its software, is now the preferred investment in the sector. Like all Internet stocks, it has come down from its highs; it once traded above fifty dollars and its IPO, like hackoff’s, was at sixteen dollars. Now antihack trades between five and six dollars, well away from the black hole of delisting. All of this is why Larry Lazard, Donna Langhorne, and Dom are on their way to an 8:00 AM meeting with their archrivals from antihack at the offices of antihack’s bankers in the south tower of the World Trade Center. The bankers,
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at least, would like to merge hackoff and antihack to create a virtual monopoly in hacker protection for e-commerce sites. # President George Bush is preparing for a classroom visit to Emma E. Booker Elementary School in Sarasota, Florida. He would like to be remembered as the “education president” and is willing to take on the powerful teachers’ unions — which would not have supported him in any case — in order to do what he thinks needs to be done to improve education in the United States. Today the President is a little nervous because he will be reading to the children and he doesn’t read out loud very well. His wife, the librarian, would be better at this, but he is a genial man and his geniality usually gets him through such challenges. # Many New Jersey first-responders are attending a training convention in Atlantic City. The session beings with a motivational speech. “You are ‘tower runners’ says the speaker, “does anyone know what that means?” No one does. He explains: “Several years ago at a college in Texas, a crazed gunman locked himself at the top of a tower in the middle of the campus and began shooting people. Unfortunately, he was a very good shot and there were fatalities. Quite naturally, most people ran as far from the tower as they could get. The exception were the firemen and the law enforcement officers, the people like you. They ran towards the tower so they could end the threat and make everyone else safe. You are tower runners because you run to danger instead of away from it. You put yourselves in harm’s way.” # At about 7:00 AM, Satam al-Suqami is at the American Airlines counter at Logan International Airport in Boston. The clean-cut Middle-Eastern looking man pays cash for a ticket to Los Angeles on Flight 11. Separately, Satam, Whalid al-Shehri, and his brother Wail al-Shehri go through security. They all have box cutters in their carry-on luggage. They have practiced this; they have even made other entrances through this same security gate with their box cutters. The cutters are rarely detected and, in fact, since their blades are less than four inches long, they are permitted aboard flights. An automatic screening system called CAPPS (Computer Assisted Passenger Prescreening System) selects all three men for extra security scrutiny. The only result of this selection is that their baggage is not placed on
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the plane until it is confirmed that they, themselves, have boarded. This is in accordance with current procedure. In the boarding area they see but don’t greet Abdu’l-Aziz al-Amari and Muhammad Atta who have flown down from Portland, Maine that morning. Muhammad Atta is their leader and has been to flight school. CAPPS also flags Atta and his baggage is held, but he receives no other special attention. A similar group of five men check in at the United terminal for Flight 175, also bound for California. They have some trouble at the ticket counter because three of them speak very poor English. The ticket agent has to walk them through the routine security questions before they can affirm that they packed their bags themselves, they are familiar with the contents, they have had them in their possession since packing them, and that no one unknown to them has asked them to carry anything aboard the plane. They pass through security without incident and are not flagged by CAPPS. # George Harcourt drops his daughter Emile at preschool on his way to the station. He parks his BMW 750iL in the huge, rapidly-filling lot at the Princeton Junction Station just in time to catch his usual Amtrak Clocker which runs express to Newark. He can see the Towers past the flatness of Newark Airport as the train runs north from Elizabeth. At Newark he changes to the PATH Line, which takes him directly to the subfloors of the World Trade Center. He has a splendid view from his small office on the 110th floor of the north tower. His west-facing window has the Hudson for its foreground, the old Hackensack train and ferry terminal on the opposite bank, and, on a clear day like today, the rolling hills of New Jersey in the distance. He can also see the Statue of Liberty and newly restored Ellis Island. George directs an esoteric branch of his firm’s bond trading operation. He worked several years to move from a cubicle to an office — but not too long. It was this promotion which allowed him to buy the house in Princeton and move his growing family from the City where his wife never quite felt safe. Once in Princeton, he had to wait eighteen months for a parking spot at Princeton Junction. Currently he is waiting both for a promotion to a larger office and to find out whether his daughter has been accepted to the grammar school in Princeton they would like her to attend. # The hackoff people have arranged to meet at 7:45 in the lobby in front of the security desk on the ground floor of the World Trade Center’s south tower. Larry arrives first, a few minutes early; Dom arrives precisely at 7:45. “Okay,” Larry says but nothing beyond that. “Okay, what?” asks Dom with an edge. “Okay, you’re here.”
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“Where did you think I’d be?” “Who the fuck knows?” says Larry. “It’s hard to figure out where you are or where you’re headed these days.” “Get off my ass, Lazard.” “Or what?” Dom doesn’t answer. The men stand silently. Larry looks at Dom but Dom avoids Larry eyes. Donna arrives at 7:52. Larry, Donna, and Dom check in with the security desk. The bankers had sent down only Larry’s and Donna’s names and there is a few minutes of confusion while phone calls are made to the bankers’ offices on the 60th floor. At first the lobby guard gets only voice mail and seems content to wait for a callback before allowing the hackoff contingent to proceed. As Larry growls, Donna calls the head banker on her cell phone and arranges a clearing call back to the lobby desk. Properly identified by badges that more or less stick to their clothes, Larry, Donna, and Dom head for the elevator. “You gonna be alright in the elevator?” Donna asks Dom gently. “Yeah,” says Dom. “Yeah, thanks. It’s a long ride but it’s a pretty big elevator and lots of light. I’m getting the claustrophobia thing under control.” “Pills?” asks Donna. “No,” Dom says quietly and talking away from Larry, “no pills. Role playing.” “Who are you when you’re not being afraid of tight spaces?” asks Donna. “Too dumb to talk about,” says Dom. “It’s a character from one of the first games I wrote.” “Stupid games,” mutters Larry, who evidently did hear. Dom is very quiet on the way up. The elevator opens directly into the lobby of the bankers since their firm occupies the whole acre of the 60th floor. The suite is opulent, richly carpeted in grey and blue swirl pattern. There are no cubicles visible here, only private offices, some with frosted glass so the light from the windows can reach the interior. Furniture is a rich maple in a matching pattern. The imposing receptionist desk is also maple. The imposing receptionist is jet black; six feet tall; wears heels; and is proportioned exquisitely. She leads them to a maple conference room with a view of the north tower, the Hudson River and uptown Manhattan. The room is already supplied with silver pots of decaf and regular coffee, hot water, a maple box of tea bags as well as varieties of designer water, Snapple, and various sodas. There is, however, nothing solid to eat. A large conference table with hookups for computers and pickup mikes for a conference phone is parallel to the window. It’s maple, of course, but discordantly lighter than all the rest of the maple in view. At 7:59 AM while Larry and Donna are admiring the view and Dom is looking for electronic bugs with a small box of his own design, American 11 takes off from Boston. It has eighty-one passengers aboard and eleven crew members. The Boeing 767 carries a full load of 24 thousand gallons of fuel for
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the trip to the West Coast. The al-Shehri brothers are in first class. Atta, alSuqami, and al-Amari are in the business cabin as is Daniel Lewin who had previously served in an elite unit of the Israeli army and who is currently CTO of Akamai, a firm which provides a technical service known as caching to e-commerce companies. Larry and Dom know Daniel from industry conferences. In fact, Akamai and hackoff have many of the same customers. At 8:05 four bankers and the CEO, CFO, and CTO of antihack enter the conference room. The antihack and hackoff people know each other and shake hands warily. The bankers introduce themselves to the hackoff contingent and pass out their business cards. There is one Vice President and two directors. The hackoff people do not hand back business cards. This is a piece of calculated rudeness employed by Larry when he thinks the occasion warrants. “Quite a view,” says antihack CEO George Wrobly. No one from hackoff answers. “Has everybody gotten whatever they want to drink?” asks the most junior banker. The antihack people say they have. “Are we having a meeting or standing around looking out the window?” asks Larry. “Good point,” says the banker Vice President, H. Fredrick Walsh affably. “If everybody’ll take a seat, we can get started.” Everybody does take a seat. The bankers cluster at one end of the table. The hackoff people sit with their backs to the window; the antihack people sit across from them looking towards the window. “I guess we all know why we’re here…” H. Fredrick “Call-me-Fred” Walsh begins. “I must say,” interrupts George Wrobly, “it is a real pleasure to finally…” “We’re not ‘finally’ anything,” Larry interrupts the interruption. “I’m not even sure why we even came. What do you bankers think is going to happen?” He leans toward H. Fredrick and stares at him intently. “Well,” says H. Frederick, “well, we have a unique opportunity to implement a strategic merger which we believe is sure to capture the interest of the Street. hackoff and antihack have done well on their own at establishing their businesses. Unfortunately, the Street doesn’t see it that way. All the Street sees is large losses, write-downs, continued cash burn, customer failures and, of course, falling stock prices. All in the context of a general loss of faith in so-called Internet stocks and a price decline which is both the consequence and the cause of that loss of faith.” “It’s not all that bleak,” George Wrobly interrupts again. “It sure as hell is,” says Larry. “And it’s worse for antihack than it is for hackoff because you don’t have shit for technology. So, George, why don’t you shut the fuck up and let H. Freddy here tell us what’s on his mind?” “I don’t think…” says George. “We’ve run some numbers,” says H. Fredrick. “We’d like to show you the PowerPoint in a few minutes. But the bottom line is that if the two companies were combined and appropriate synergies were identified and acted on…”
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“Meaning if we get rid of redundant people?” Donna asks. “Basically, yes. And of course there is the extra overhead of two public corporations, all the filings that have to be done, legal bills that have to be paid, and that is all getting worse with the new legislation. And there is duplicate marketing expense, also, I’m sure, although we would like to see an aggressive marketing campaign both to sell product and to sell the Street on Newco. “The Street likes a company with significant market power. Of course, we never use a word like ‘dominance’ ... there are no lawyers here, are there? We never use a word like ‘dominance’ but Newco would certainly have, let’s say, significant market power with approximately seventy percent market share of the relevant segment. “This is a stock market that is focused on results, and we believe the combined company would be able to deliver the kind of results — positive EBITDA, positive cash flow — that the Street is looking for. Right now, the Street is marking down hackoff because it competes with antihack and is marking down antihack because it competes with hackoff. Obviously, if they were one company…” “What share of the combined company are you crooks proposing to offer hackoff holders?” asks Larry. # At 8:13 AM Wail al-Shehri in window seat 2A calls a stewardess. She comes back from the forward galley and leans over to see what he wants. As she does, Whalid al-Shehri in aisle seat 2B stabs her in the chest. The other stewardess in the forward galley turns when the stabbed stewardess screams. Whalid leaps up and grabs her. He twists her arm behind her back, holds the bloody box cutter to her throat, and orders her to give him her cockpit keys. Although her training is to cooperate with hijackers, she doesn’t. She, too, is stabbed although not fatally and brother Wail retrieves her keys and uses them to open the cockpit door. Daniel Lewin is in a window seat. He unfastens his seatbelt and tries to climb past the portly man blocking his access to the aisle. One row ahead of him, Atta and al-Amari are pushing out of their seats to go forward and join the fight for the now opened cockpit. “Hey, what are you doing?” asks his seatmate. “Let me out. Those are hijackers.” “Don’t interfere with them. We’ll be killed. It’s best just to do what they say. No one ever gets killed that way.” Lewin vaults over the outstretched legs without replying and lunges forward to tackle Atta. His fingers only graze Atta’s shoulder. Before Lewin can resume the pursuit, al-Suqami, who had been seated a row behind him, reaches around Lewin’s shoulder and cuts his throat. He dies almost instantly. No one else resists.
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The fight for the cockpit is fierce and bloody but short since the captain and copilot are attacked from behind while still seated and are, of course, unarmed. They are soon dead and Atta is seated at the controls. He has had flight training in small planes and has familiarized himself to some extent with the 767 cockpit by running commercially available simulation games on his PC. Atta switches off the transponder to make it harder for air traffic control to track the flight. Although the plane still shows up on radar, it is fainter and harder to identify in crowded airspace. Also, without the transponder, Air Traffic Control doesn’t get altitude information on the flight. At 8:19 Stewardess Betty Ong in coach uses a seatback phone to call the American Airlines Southwest Reservation Center. She will remain on the phone for the next twenty-five minutes reporting events aboard the plane calmly and professionally. “The cockpit is not answering (she means that she can’t get through on the crew phone), somebody’s stabbed in business class — and I think there’s Mace —that we can’t breathe — I don’t know, I think we’re being hijacked.” She goes on to report the stabbing of the two first class stewardesses. American Airlines operations tries to raise the cockpit but cannot. The hijackers tell the first and business class passengers that they have a bomb but that everyone will be okay if they just stay calm and do not resist. No one resists. Coach passengers are told that there is a medical emergency in the forward cabin. To support this fiction — or, rather, partial truth — a doctor is paged and, when one identifies himself, he is allowed to attend to the stabbed stewardesses. Others who try to come forward including crew are Maced as Betty Ong reports. Atta’s navigation skills are not good but he has studied maps and, on this beautiful clear morning, he quickly picks up the Hudson River and turns left to follow it towards New York City. Whalid tells him that there is still turmoil in the cabin so Atta decides to make an announcement to the passengers. However, he keys the wrong mike. Boston Air Traffic Control, which has also repeatedly been trying to contact the flight since it stopped acknowledging instructions and departed from its flight path, hears Atta say: “Nobody move. Everything will be okay. If you try to make any moves, you’ll endanger yourself and the airplane. Just stay quiet.” The passengers don’t hear this transmission. Boston Center alerts other air traffic control centers that American Flight 11 has been hijacked. This is at 8:25. It will be another twelve minutes before the North American Aerospace Defense Command (NORAD) is alerted. The nation does not yet know it is at war. #
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In the south tower of the World Trade Center, Larry Lazard has just asked: “What share of the combined company are you crooks proposing to offer hackoff holders?” “We would rather get to that after we go through the PowerPoint presentation,” answers H. Fredrick. “We’ve done quite a bit of work of comparative valuations using different methods and we would like to build up to this and present it to you.” “I don’t give a fuck about all that,” says Larry. “It doesn’t matter to me how you got to your number. It only matters what the number is.” “We’ll get to that in due course, you have my word. But we would like to go through the Power—” “I don’t know if its worth my time to listen to the presentation unless I know what the number is. Tell me the fucking number and then we’ll look at the slides.” “Could we huddle for a minute?” asks H. Fredrick. Larry agrees and the bankers and antihack people get up to leave. “Just a minute,” says Larry. “We’ll leave. You can stay here and talk. We’ll be back in five minutes.” “Okay,” says H. Fredrick. “Can I get you a breakout room?” “We’re fine in the hall,” says Larry. “We have this thing about bugs.” “I assure you…” For the first time H. Fredrick looks somewhat offended. “We’re in the business of fighting hackers,” says Donna. “It gives you a suspicious mind. We’ve learned to be very careful.” “No offense taken,” says H. Fredrick. “I understand perfectly.” “No offense intended,” says Donna. She smiles at H. Fredrick. Larry glares at her. “What the hell are you doing reducing the tension?” he asks once they’re out in the hall. “I don’t want them to be comfortable.” “For what it’s worth, I don’t think the room is bugged,” says Dom. Larry ignores him. Donna gives him a covert shrug. “Look, Lar,” says Donna. “You’re not going to like the number they give you.” “No shit. In fact, I’m gonna hate it so much we’ll probably walk out.” “Then what have we learned?” asks Donna. “We came here to learn something and we’re not going to learn anything if we walk now. Moreover, we may let ourselves in for some legal trouble down the road.” “We’ll learn that they made a low-ball offer. And since when are you a lawyer?” “We already knew they’d make a low ball offer. We knew that before we came. The offer doesn’t matter. The numbers’ll change. I want to know ... WE NEED to know ... what they think their strengths and weakness are. They’ll tell us that in the presentation. And we want to make damn sure we establish that, as officers of a public company, we listened carefully to anything that could remotely be in the interest of our shareholders, regardless of our own feelings. You don’t have to be a lawyer to know that, Lar.”
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“Shit. Okay, we’ll sit through the presentation. But I don’t want to signal weakness by listening to a lower than whale shit number and sitting still.” “You sort of set us up for that, Lar,” says Donna. “No. I know how to handle it. It’ll work out better. Just be sure you guys shut the fuck up when we go back in. I know what I’m doing.” Donna knocks, and they troop back into the room. Larry circles to the credenza and refills his coffee cup before sitting down. “Well,” says H. Fredrick, “we don’t like to go out of order but we want to be as accommodating as we can so we’ve decided...” “We don’t want to hear your number,” says Larry. “Excuse me?” H. Fredrick is confused. “You don’t know a fucking thing about hackoff except what’s public. You don’t know what technology we have and haven’t introduced yet. You don’t know what we’re doing with our customers. And you probably believe a lot of bullshit about what antihack is going to do and how it’ll turn profitable soonwhen we all know that it won’t; it’s in a death spiral.” “antihack has never been stronger,” George Wrobly interrupts. “Since you don’t know anything about us and you probably don’t know much about your clients, your number is meaningless. We’ll listen to what you think. We might tell you where you’re wrong, but we’re sure as hell not going to tell you any secrets about hackoff. At the end you can give us a number or not give us a number, really doesn’t matter because you don’t know enough to come up with a number anyway. If you bankers don’t have your heads too far up your asses, then we might talk to you about how to get a real number and what a hackoff takeover of antihack would look like.” “The numbers we have put together, while certainly not final, do represent what would be the beginning of a basis of a fairness opinion for antihack,” says the second most senior banker. He put the numbers together. “Obviously, your bankers will have to provide a fairness opinion to hackoff share—” “Yeah,” interrupts Larry, “yeah, if there’s a deal, bankers’ll get millions of dollars for their ‘fairness opinions’ as well as whatever fees you’re charging antihack. And for those millions of dollars you’ll decide that whatever deal you’re getting a piece of is fair. That’s why it’s called a ‘fairness opinion’. And all those millions of dollars for bankers is just one more reason why there probably isn’t going to be a deal as much as it makes sense for antihack to get taken over by hackoff and get bailed.” “We’re not talking about hackoff taking over antihack,” says Wrobly. “Don’t know what else we’d be talking about,” says Larry. “George, you have to put your ego aside and consider the best interests of your shareholders. That’s what we’re doing; that’s why we’re spending this beautiful morning with you in this beautiful office instead of doing our regular jobs and burying you out in the marketplace.” Larry leans across the table toward Wrobly. “Come, come, Georgie. You run a public company now and must act accordingly. Now let’s see those slides.”
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The most junior of the bankers fiddles with a console at the end of the table. At first the lights go up brightly; finally he manages to dim them. A few more jabs at the console’s touch-screen and a projection screen rolls itself down at the west end of the room. The blinds on the window rotate to cut off outside light. There is a message on the screen: No Signal As he repeatedly jabs the console, the lights go bright, dim and off again; the blinds rotate back and forth; the screen goes up and down; the message goes on and off; at one point, a dialtone is heard; at another, CNBC appears on the screen; but no slideshow. “Function F3,” says Dom. “Excuse me?” says the flustered banker. “Function F3. On your PC. It toggles to the alternate screen.” He comes around the table and presses the correct keys. The title slide of the bankers’ presentation appears on the screen. Dom sits back down. The second most senior banker (or second most junior depending how you look at it) narrates the slides he has produced while the most junior banker clicks from slide to slide. Larry impatiently waves them past all the slides about their bank, the number of mergers and acquisitions they have been part of in the last year, the logos of the companies they have helped, the state of the e-commerce market in general, the presumed addressable market for e-commerce security, the relative market shares of hackoff and antihack, and the charted stock price performance of the two stocks. The hackoff team leans forward intently at the next slide: #
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antihack S.W.O.T.
Strengths
Cash position Relatively strong equity Technology Management Market segment leader
Opportunities
Acquisition Expanded markets VoIP New sales channels
Threats
“cash-less” competition “cashMicrosoft Oracle
Weaknesses
Negative growth High cost of sales Restricted addressable market Negative cash flow Not perceived as market segment leader
# “This is our SWOT analysis of anthack: Strengths, Weaknesses, Opportunities and Threats,” says the second most senior banker. All three hackoff executives exclaim at once. “Technology?” says Dom. “They ain’t got shit.” “Management?” says Larry. “You mean Georgie?” “Market leader?” says Donna. “Not according to any analyst report I’ve ever seen. You’re damned right they’re not perceived as the market leader; it’s because they’re NOT!” “We believe that antihack technology is the best in the market,” says George Wrobly. “Our customers have suffered very few successful intrusions. We were the first to block both the Andromeda One and KittyKat attacks.” “Our customers have NEVER been successfully attacked in a significant way when they followed our procedures,” says Dom. “Never; count’em, not once. Your shield for Andromeda One was pathetic because you released too soon; we didn’t put ours out until it was done. And your KittyKat shield was so slow it crippled your customers.” “As you’ll see when we get to the next slide,” interrupts the banker, “we rate the two companies evenly on technology. As far as market share is concerned, I agree with Ms. Langhorne that the analysts cite hackoff as the leader; that is why we have said that antihack is ‘not perceived’ to be the leader. But we believe it is incorrect to count the ‘not for cash’ sales that hackoff makes since they are not contributing to cash flow. So we have backed
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them out for all of our analyses. If you do that, then antihack is the leader. We think that the market actually does realize this to some extent and that’s why the antihack equity is trading at about four-and-a-half times hackoff. However, these non-cash sales are a problem for antihack. They limit the size of antihack’s addressable market. It is usually impossible for antihack to convince an e-commerce site that’s getting cashless protection from hackoff that they should start paying antihack for what they perceive to be the same protection.” Donna jumps in: “antihack isn’t having any luck taking cash paying customers away from hackoff either. They have to practically give their service away – in fact, I think they do give it away – in order to take one of our customers.” “And even then,” says Dom, “if the customers aren’t brain dead, they stay with hackoff because they want real protection, not the crap they get from antihack.” “In fact,” says the banker, “we think the wins and losses are about even. hackoff takes customers from antihack by giving them a cashless option…” “Only if they have valuable equity in today’s terms,” says Larry. “That’s debatable,” says Wrobly. “In fact,” says the banker smoothly, “this discussion reinforces our thesis. Customers don’t perceive much difference in the services of the two companies. The addressable market is shrinking rather than growing; poorly funded companies continue to go belly up and the VCs won’t fund any new companies in the field. Each quarter, both companies lose customers to bankruptcies and consolidations. Both companies need new customers just to stay even with the quarter before. So the only way either company can get new customers is by cutting price to take them away from the other. And this is a vicious downwards spiral. That is one reason we’re suggesting a merger. Consolidation will obviously result in better market power.” “You mean we won’t always be undercutting each other if we take over antihack,” says Larry. “We’re not talking about a takeover of antihack,” says Wrobly. “We don’t talk in those terms,” says the banker. “This combination will, of course, have to undergo Hart-Scott-Rodino scrutiny by the Federal Trade Commission. Under penalty of criminal law, we will have to give them all documents — even scribbled notes — that talk about market share. Note that we are careful to talk about ‘market segment share’ rather than just ‘market share’ in our presentation. Similarly, we will have to give them all analyses of the relevant markets including this presentation. “Frankly, because the two companies are quite powerful in the market segment, HSR review could be a problem. However, we believe that we have a way around that. We have listed HSR review as open item later in the presentation but this is something we should talk through rather than make slides which could be misunderstood. So, if it’s okay, I’ll go on with the presentation.”
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No one says anything, so he continues. He points out that the high cost of sales could be reduced if antihack could find a more effective sales channel than just using its own inhouse sales force. However, obviously there would be synergies in sales costs if hackoff and antihack combined since their salespeople call on the same customers. It should be possible to reduce the combined number of salespeople by at least fifty percent. At least that is what they have assumed in modeling the possible combination. Obviously, one opportunity for antihack to grow is by using its cash and relatively strong equity to acquire companies in the same or closely aligned fields. Even without an acquisition, the company could expand by marketing other services to its e-commerce customers. Or the company can expand by selling security services beyond the e-commerce market; for example, they could sell to Voice over IP (VoIP) companies. The retailers of VoIP are very small but growing rapidly. Although the bankers are not technical, they imagine that these companies will need security and antifraud help just as traditional telephone companies do, perhaps more so since they are on the Internet and so presumably more vulnerable. “Yup,” Dom says quietly. The banker continues: “Besides the ‘cash-less’ competition from hackoff, which we have already discussed, Microsoft and Oracle must always be considered as a threat to anyone in the software business. Simply put, either of them could decide to provide what you provide. Oracle could build hackerproofing into its databases and/or Microsoft could build hackerproofing into Windows.” “If they could’ve they would’ve,” says Dom. “Of course, if either company decided to go into this business it could also provide a good exit strategy for the incumbents. If they perceive that it would give them a good enough head start, they could decide to buy rather than build.” “I’d love to have Microsoft come into our space,” says Larry. “Why is that?” asks H. Fredrick, who has been quiet for a quite a while. “Because then we’d sue their ass off for violating our patents,” says Larry. “You forgot to put on your SWOT slide that antihack’s in violation of a bunch of hackoff patents. We haven’t got around to suing them yet but we will sooner or later if they don’t fold on their own before that. You need to factor that into your ‘valuation’. But Microsoft is certainly worth suing. Talk about deep pockets. And they’re afraid of patent fights ever since ‘disk-doubler’ or whatever that bullshit was beat them out of hundreds of millions in California because a jury off the street couldn’t understand the difference between five-bit and seven-bit encryption.” “This is our S.W.O.T. for hackoff,” the second most senior banker continues on a signal from H. Fredrick. #
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hackoff S.W.O.T.
Strengths
Technology Adult content customer base Size of installed base Perceived as market segment leader
Opportunities
Merger Expanded markets VoIP New sales channels
Threats
Competition has more cash Microsoft Oracle Running out of cash
Weaknesses
Negative growth High cost of sales Negative cash flow Prospect of continuing writeoffs Weak equity Not actually market segment leader
# Again, the hackoff team reacts in unison. “At least you put technology first,” says Dom with some satisfaction. “You forgot REAL management,” Larry growls. “No way we’re going to run out of cash,” says Donna. “We still have hundreds of millions of dollars worth of stock in our portfolio we can turn to cash whenever we need to. antihack’ll be long dead and gone before hackoff runs out of cash, and then we’ll get all the benefits of a merger without having to suffer any dilution. If that’s what you’re basing a proposal or a valuation on, forget it.” “Whether it is a present danger or not,” the banker continues in a somewhat conciliatory tone, “the Street THINKS it is and is valuing hackoff as a company in real danger of running out of cash. Moreover, as we point out, the Street is put off by the prospects of further write-offs in your dotcom portfolio. Your equity is weak and your cash position is, at least, not strong, so you can’t pursue an acquisition strategy. In short, it appears that you don’t have many alternatives going forward.” # At 8:38 AM Stewardess Ong is still on the phone to the ground giving her calm recital of the horrible events around her. She tells her ground contacts that the hijackers are Middle-Easterners, and passes on their seat numbers so
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that they can be identified from the passenger manifest. She also says that the aircraft is in a rapid descent. Stewardess Sweeny has also made phone contact and is also passing on crucial information. The official communication is not as good. It is not until 8:37:52, to be exact, that the FAA contacts NORAD and asks for military help. # FAA: Hi. Boston Center TMU, we have a problem here. We have a hijacked aircraft headed towards New York, and we need you guys to — we need someone to scramble some F-16s or something up there, help us out. NEADS [NorthEast Air Defense Sector]: Is this real-world or exercise? FAA: No, this is not an exercise, not a test. # Eight minutes later, at 8:42, two F-15s from Otis Air Force base on Cape Cod are in the air. Officers wisely decided to scramble them first and get permission later. Also at 8:42 United Airlines 93, a Boeing 757, takes off from Newark International Airport in New Jersey with a crew of seven and thirty-seven passengers — four of whom are about to become hijackers — and heads for San Francisco. The crew has not been told about the hijacking of Flight 11. The flight has been delayed on the ground in Newark by that airport’s chronic early morning congestion; that delay is one of the few things to go wrong for the hijackers on September 11. And shortly after 8:42 United Airlines 175, which had been trying to help Boston Center locate American 11, is itself hijacked. The modus operandi is the same brutality which was effective on American 11. It works again, and the hijackers are in control of another plane. The air traffic controller who has been working Flight 175 quickly becomes suspicious when contact is lost, the transponder code is changed twice, and the flight starts to deviate from its flight path. Ironically, she can’t get to her superiors quickly with her suspicions because they are now closeted trying to deal with the hijacking of Flight 11. NEADS does not know where to send its now airborne F-15s. The transponder on Flight 11 has been turned off so controllers are not sure where it is and cannot pick it out from numerous other primary (no transponder) targets on radar. The officer directing the fighters pleads for more information: “I don’t know where I’m scrambling these guys to. I need a direction, a destination.” But there is no more information. With no target, the fighters are sent to
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military-controlled airspace off the coast of Long Island to keep them out of the way of New York area commercial traffic. At 8:44 Stewardess Sweeney is still on the phone: “Something is wrong. We are in a rapid descent … we are all over the place.” She’s asked to look out the window to try to determine where they are. “We are flying low. We are flying very, very low. We are flying way too low… Oh my God, we are way too low.” The call ends. At 8:46:40 Flight 11 crashes at 490 miles per hour into the north side of the north tower of the World Trade Center. The front of the airplane penetrates to the core of the huge building. The fuel meant to carry it to California does not explode but it does ignite and burns continuously with searing heat and thick black smoke. # “It appears that you don’t have many alternatives going forward,” says the banker to the hackoff executives. “Bullshit,” says Larry. “We—” The south tower shakes. They feel rather than hear a huge impact. Larry tries to continue but the roar from behind makes him turn and pry apart the closed blinds on the north-facing window. Others each pry an opening. They can see the roiling black smoke coming from the high floors of the north tower but it obstructs their view of the plane imbedded in it. The smoke swirls to the top of the north tower and also blows south sometimes obscuring their view. Other than an occassional “What the fuck…” and “holy shit…”, they don’t talk. The public address system clears its electronic throat and crackles on in the south tower. The occupants are told that their building is secure and that they may return to their offices. “I’m outta here,” says Donna, She calmly gathers her papers and leaves for the elevator. “I think we should resume at another time,” says George Wrobly. He and his staff gather their papers hurriedly. “We’ll just stay and talk to your bankers,” says Larry, “unless they’re a bunch of pussies, too.” “I don’t think we ought to continue this discussion without our clients present,” says H. Fredrick as the antihack contingent departs. “Just what is it that you see in the antihack technology?” asks Dom. “Can you just tell us that? We know they outsourced the development of most of it. We know they have no patents. In fact, we know they don’t know shit, so what is it that you see in the antihack technology?” By this time the junior most banker has recovered sufficiently to operate the console that opens the blinds. Their window is completely blocked by the
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black smoke. The smoke blows east momentarily and, in the clearing, they see a body hurtle from the 100th floor of the north tower towards the street. “Those poor bastards,” says Dom. “There’s got to be a helicopter or something coming. Can’t they get to the roof?”
# A fireball from the ignition of Flight 11’s fuel flares through some of the elevator shafts and some of the transfer lobbies of the north tower. Almost all elevators are immediately disabled. Many people below the 92nd floor begin a surprising orderly evacuation through the stairwells which are smoky but well lit and have glow strips. Above the point of impact the temperature is rising and the smoke is getting thick. A few people manage a descent from these high floors through one rubbish-choked stairwell that remains open a short while through the intensifying hell of the impact zone. Many call 911. Some get fast busy tones as the circuits over load. Most who do get through are given the standard instruction for a high rise fire: stay low, get a few floors below the fire, wait for rescue. The 911 operators do not know what floor the plane hit. They do not know that the New York City Fire Department has now given an evacuation order for the building. Others climb towards the roof hoping for a helicopter rescue. In fact, a few people were rescued by helicopter a decade before when a terrorist bomb exploded in the parking garage below the twin towers. But the doors to the roof are locked. Nevertheless, with descent now impossible from above the impact point, they wait there. Some cry. Some curse. Many call on their cell phones and plead for help or directions. Others calmly say good-bye to their families or, more often, to the voice mail of their families. Some dictate terms of their wills or leave the combination to the safe. New York Police Department helicopters are in the air as close to the top of the building as the flames and smoke allow. At the Wall Street heliport, a crack police department rescue team pleads for a chopper to pick them up and take them to the roof. The pilots radio back that landing is impossible because of the heat and smoke. The helicopter pilots are also the first to tell air traffic control in the NYC area what has happened. But 911 does not know that there will be no rooftop rescue. Some people are still advised to climb. George Harcourt returns to his bond trader’s office on the 110th floor. It is getting hot and smoky but it is better here than in the people-crammed stairwells he has tried where the crowd can now neither go up or down and isn’t sure which way it wants to go. Harcourt tries to reach his wife from his desk phone but gets no dial tone. His mobile phone has four bars but cannot complete a call. George types an email to his daughters and his wife.
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From: Sent: To: Subject: Janet:
George Harcourt Tuesday, September 11, 2001 [email protected] I Love You
8:51 AM
I believe I am about to die, much earlier than I would have ever thought. I’m not afraid, not really, but I miss you and the girls greatly and realize how immensely I love you all. Please make sure they always know that. Perhaps this is all just a nightmare but it seems very real. We had so many dreams. Money will not be a problem. Our wills are, of course, in the safe deposit box and PNC and the lawyer has a copy and will know what to do. There are brokerage accounts at Merrill and at Barcourt; statements from them are in my middle left desk drawer so you can get the numbers easily. They are in your name and mine jointly so you can access them immediately but there is no immediate need to do anything with them. My brother will be able to help with investment advice going forward. DON’T trust the brokers; they will suggest what is good for them. There is a multimillion dollar executive insurance policy through Dillison Brothers. You may have to contact the Chicago office because this office is gone. Some of that is key-man insurance which goes to the firm but the rest is for you and the girls. Again, use my brother to sort that stuff out. He’ll make sure you get every penny that is coming to you. Please marry someone; it hurts me to say that but you need a husband and the girls need a father. Please. The car is parked at the end of the row just on your right before you cross the dinky track at princeton. I love you. George #
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Although the telephone networks have reached gridlock under the crushing load of attempted calls into and out of the stricken area, the Internet continues to function. Sometimes it slows to a crawl but email and even Internet phone calls continue to go through. George’s wife gets his email almost as soon as he sends it. # From: Sent: To: Subject: [email protected] Tuesday, September 11, 2001 George Harcourt RE: I Love You
8:53 AM
George, I cannot believe you will die you will be rescued or you will save yourself I know and I am praying and crying but I know youll be OK you will. You are wonderful and are my love. Come back to me # She will never know whether George saw this email. By 8:52 a battalion chief, two ladder, and two engine companies are at the north tower while others units are pouring into the area. The Fire Department shift which is about to go off duty spontaneously and en masse decide not to. They ride as extras on the converging trucks. Many off-duty fireman and police are told not to report. They disobey. Many come directly to the site. The Fire Department has quickly decided that rescue is their main mission. They cannot hope to fight a fire so high, so large, and so intense. They are sure that many of the fire suppression systems in the tower have been damaged but they do hope that the fire may burn itself out. Most of the building is not flammable — at the temperatures of a normal fire. By 8:57 firemen from one ladder company and one engine company begin to climb Stairway C of the stricken tower in order to report from the scene of impact and set the stage for the rescue operation. The other companies who are not allowed to climb immediately strain towards the stairs and the people they know are above. Both NYC and Port Authority police on the scene begin their own reconnaissance climbs, pausing only to help the injured down. In the lobby command center there is frustration. The weak radios the climbing firemen use can only faintly penetrate the many floors of steel and concrete so many can’t report back. The frequency they are broadcasting on is also so full of traffic that even a strong signal is hard to make out. During the previous terrorist attack on the World Trade Center, firemen conducting the evacuation had the same problem and a repeater system was installed in the building for exactly this reason. It is normally kept off so as not to interfere
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with radio traffic in the area and no one in the north tower knows the full procedure for turning it back on. In the absence of information from the advance units, more firemen insist on climbing the tower. Several floors below the World Trade Center site, a PATH train from New Jersey pulls into the platform. Even down here, there is smoke from the fireball that flashed down the elevator shafts. There is no one waiting on the platform since evacuees have been led out onto the street and people in the station have been directed out. The motorman keeps his doors closed and radios for instructions. He is told by dispatch that there are no instructions so he should unload his passengers normally. Instead, he saves their lives by keeping the doors closed, calmly but firmly telling dispatch to clear the tunnel behind him, and taking his train back under the river to New Jersey. # At 8:52 Peter Hanson, who is aboard United Flight 175, calls his father. “I think they’ve taken over the cockpit — an attendant has been stabbed — and someone else up front may have been killed. The plane is making strange moves. Call United Airlines. Tell them it’s Flight 175, Boston to LA.” The senior Hanson passes the information on to the Easton Police Department. At 9:00 AM Brian David Sweeney calls his mother, Louise, after not being able to reach his wife. He tells her the flight has been hijacked and that the passengers are thinking of storming the cabin. The passengers’ debate is intense. Of those who can talk at all, half think the best thing to do is what the hijackers say. Almost all hijackings end without casualties, they point out. The hawkish half are convinced that something is different about this hijacking; there is something they sense that tells them attack, not compliance, is the right response. But they can’t say why; they don’t know about Flight 11. Some begin to move forward. Peter Hanson calls his father again: “It’s getting bad, Dad — a stewardess was stabbed. They seem to have knives and Mace. They said they have a bomb. It’s getting very bad on the plane — passengers are throwing up and getting sick. The plane is making jerky movements. I don’t think the pilot is flying the plane. I think we are going down. I think they intend to go to Chicago or someplace and fly into a building. Don’t worry, Dad — if it happens, it’ll be very fast. My God, my God!” Lee Hanson hears a woman scream as the call ends abruptly. At 9:03 President George Bush enters the Emma E. Booker Elementary School. He has been told by Senior Advisor Karl Rove only that a twin engine plane has hit the World Trade Center. National Security Advisor Condoleezza Rice also has talked to him briefly and also talked about a twin engine plane. The President believes that pilot error was the cause. Although NORAD is aware of one hijacking and, at this very moment is being informed of a second, the White House has not yet been told this.
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NORAD is not aware that a third hijacking has also taken place. American Airlines and Indianapolis Air Traffic Control have now also lost contact with American Flight 77 from Washington to LA. It had taken off at 8:20 with a crew of six and fifty-eight passengers, five of whom hijacked it sometime between 8:51 and 8:54. The transponder is off and the plane is deviating from course. With two of his flights in trouble, American Airlines Vice President Gerald Arpey has ordered all American flights in the Northeast which have not yet taken off to remain grounded. Both Lee Hanson and Louise Sweeney turn on their televisions. At 9:03:11 they see Flight 175 turn and crash into the south side of the south tower of the World Trade Center at 590 miles per hour. Since the plane is banked, the impact stretches from the 77th to the 85th floors. # Larry, Dom, and the bankers are thrown to the floor as the tower lurches from the impact. There is an immediate smell of burning kerosene. H. Fredrick has fallen across Larry’s legs. “Get the fuck off me,” says Larry. The banker tries to stagger to his knees and Larry pushes him back over as he gets up. “Something happened to this building,” says Dom. The bankers leave the room. “Need to know whether it’s above us or below us,” says Larry. “It’s above us,” says Dom. “How the fuck do you know?” Larry screams. “Because burning shit is falling past the window and the only smoke I see is coming down, not up.” Dom is talking very softly but quickly. He is sweating and shivering. “I’m not taking the elevator. I don’t think I can do a dark stairwell. I’ll be crushed in the dark.” “We don’t even know where the fucking stairs are!” says Larry. “I do,” says Dom still softly and trance-like. “I do know where they are. We passed them and I know the way.” He runs from the room awkwardly and Larry follows. It is hard to push the stairway door open since its frame is slightly bent but they do. Once they crack the door, it is hard to get it open wider because of the crush of people going past the other side. But they do that as well. Dom hesitates; there are glow lights but the stairway is dark and, as he’d feared, crowded. Larry pushes past him and begins his descent. The way down is almost completely blocked by a thin man who has fallen across the stairs. Ankle braces protrude from his legs; he is trying to roll out of the way, but there is nowhere to go. Some can trickle by him on either side; some step over him. People are careful not to hurt him. “Jesus,” says Larry loudly when he can see what the blockage is. “Somebody push him out of the way. He’s going to get us all killed. Come on,
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goddamn it. Do it!” He pushes the man over towards one side and the flow past him increases but is still partly blocked. Once Larry is on the more open stairs, he pushes his way down quickly. Dom is not blinking; the whites of his eyes show like those of a frightened horse. He sweats and shivers and pants with his mouth open. He would fall if he were not being held up by the crush, which he can’t pull back from. He tries to go back through the door and out of the teeming stairwell but he has been carried down past it. Dom is propelled by an eddy of people to the fallen man’s head which is just touching the wall of the stairwell. He stops. “I-can-help-you,” he says in a mechanical voice which sounds like it comes from a voice synthesizer; “I-canhelp-you-if-you’ll-let-me.” “Don’t,” says the fallen man. “Don’t help me. Just get me out of the way so people can escape. That’s what makes sense.” “I-can-help-you,” says Dom, not moving although people are pushing on his back. He slides his arm under the man’s shoulder and pushes him to a sitting position. The man is nearly as thin as the braces around his ankles and very light. Dom has him to his feet when they are both pushed over by the crowd behind him. “Get back!” says Dom; now his voice is a mighty, roar of command which sounds like it comes from a powerful set of speakers with reverberating bass. “Get back so this man can get down.” The pushing stops; the crowd stops. This time Dom lifts the man all the way to his feet, drapes one of the man’s pencil-thin arms over his own shoulder; and begins to help him shuffle and bump down the stairs. For twenty floors Dom half-carries and half-drags his companion. At the th floor the flow down is stopped again and the crush is becoming intense. 30 “It’s-okay,” says Dom to the man. “No pushing!” he roars at the crowd behind them. The thin man begins to have trouble breathing, then faints. The obstruction is an ascending EMS team with powerful flashlights. One of them, a stocky woman panting from the thirty floors she has climbed, seems to immediately recognize the condition. She takes the slumping man from Dom’s shoulder and lies him down in a space protected by her companions and their lights. “Take him out here,” one of them says opening a door onto a floor full of light. As they carry the man out, he wakes up and looks for Dom who is standing near him. “Who are you? Why did you do this?” “UltraMole,” says Dom in another new voice. “It is my role to rescue you.” # At 9:07 AM, FAA controllers in Boston request the Command Center in Herndon, Virginia to warn flight crews about the possibility of attack. For whatever reason, the warning is not passed on to the planes. However, at 9:19
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United flight dispatcher Ed Ballinger decides to take action himself. He has sixteen transcontinental flights under his control and he sends messages to each of them: “Beware any cockpit intrusion. Two a/c hit World Trade Center.” At 9:26, Pilot Jason Dahl from Flight 93 responds: “Ed, confirm latest mssg plz — Jason”. At 9:28 the four hijackers wrest control of cabin keys from a stewardess and enter the cockpit of Flight 93. Since surprise is not total this time, they have a fight on their hands. It is a fight the unarmed cabin crew cannot win; they do transmit a “Mayday” while they fight for their plane. By 9:32 hijacker Ziad Jarrah is at the controls. Like Atta before him, he transmits a message meant to quiet the passengers and, like Atta before him, he doesn’t push the right buttons. Air Traffic Control but not the passengers hear him say: “Here the captain, please sit down keep remaining sitting. We have a bomb on board. So, sit.” It is unlikely the passengers would have been impressed if they had heard him. They are already on their cell phones and seatback phones with friends and relatives on the ground. They know about the planes flying into the Twin Towers. The half-life of a radioactive isotope is the time in which half the molecules decay to a more stable state. The half-life of surprise is the time in which half those who care learn a new piece of information. Forty-six minutes after Flight 11 hits the north tower, the civilians of the world, even those crowded into the back of Flight 93 by knife wielding hijackers, know all they need to know about the intent of their captors and the futility of passivity. The rules for dealing with hijackings have changed. This vital information flowed from the phones of those on the first hijacked planes through CNN and the networks to those on the ground who are now talking to their friends and relatives in the air over Western Pennsylvania. The passengers vote on whether or not to attack. The vote isn’t close; they know what they have to do. The FAA now understands the magnitude of the challenge it faces but doesn’t know how many more planes have hijackers on board. At 9:42 after hearing from news sources that a plane has struck the Pentagon, it orders all planes in US airspace to land at the nearest suitable airport. Pilots and controllers handle this unprecedented order with great skill but all the planes with hijackers aboard have already been hijacked this day. Communication between the FAA and NORAD is more formal and slower. Cleveland Center asks for military help with Flight 93 at 9:36. At 9:46 the FAA Command Center tells FAA HQ that Flight 93 is “twenty-nine minutes out of Washington, D.C.” At 9:49, the Command Center and Headquarters are talking. # HQ: They’re pulling Jeff away to talk about United 93.
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Uh, do we want to think, uh, about scrambling aircraft? Oh, God, I don’t know. Uh, that’s a decision that somebody’s gonna have to make probably in the next ten minutes. Uh, ya know everybody just left the room. #
So NORAD does not know that Flight 93 has been hijacked. The fighters that scrambled from Otis and were sent out to sea, have now been ordered to New York City airspace. But the towers are already in flames. Based on a false report that American 11 is headed towards Washington, two fighters are scrambled from Langley at 9:24. But a SNAFU in communications sends them out to sea. At 9:36 Boston Center tells NORAD: “Latest report. Aircraft VFR six miles southeast of the White House.” The NORAD mission controller takes control of the airspace and orders his jets back: “Okay, we’re going to crank them up. Crank it up. Run them to the White House…. I don’t care how many windows you break.” But Flight 77 has already hit the Pentagon. Although they do not know it, the jets are now in a race with United 93. On board Flight 93 at 9:57 the passenger counter-attack begins. One woman ends her call to the ground: “Everyone’s running up to first class. I’ve got to go. Bye.” Todd Beamer of Cranbury, New Jersey says: “Let’s roll.” The passengers charge forward in the aisle using a beverage cart as a shield against the hijackers’ knives. Some are slashed and stabbed but others continue. In the cabin, one of the hijackers tells pilot Ziad Jarrah that they cannot hold off the passengers, that he should follow the alternative orders from Muhammad Atta and crash into Three Mile Island Nuclear Power Plant or some other high value target. “Muhammad Atta sometimes thinks he is the Prophet Muhammad,” says Ziad. He tightens his grip on the controls. “To him does not belong all the glory. I will destroy the White House.” He orders the hijacker back out to fight the passengers. “Insh’Alláh,” he says to himself. Ziad rolls the plane steeply to the left and then to the right in an attempt to knock the charging passengers off their feet. The assault on the cockpit continues and he can hear the cart battering at the door. He pitches the nose of the plane up and then down again. There is a sound of broken glass from the galley behind the cockpit. For a moment, the counterattack seems to have been quelled. Ziad levels the plane. Immediately, the sound of fighting resumes. “Is that it? Shall we finish it off?” Ziad asks. “No. Not yet. When they all come we finish it off.”
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Ziad pitches the nose up and down again. At 10:00:06 a passenger says: “In the cockpit. If we don’t, we’ll die.” Another passenger shouts: “Roll it!” “Alláh’u’akbar. Alláh’u’akbar,” Ziad chants. He levels the flight again and asks the hijacker behind him. “Is that it? I mean, shall we put it down?” “Yes, put it in it, and pull it down.” But Ziad continues to fly toward Washington. The other hijackers shout at him to crash the plane as they are overcome by the passengers. Twenty minutes flying time from his goal, Ziad gives up his personal jihad as the passengers break the door behind him. He pushes the nose steeply down and rolls the plane to its right. “Alláh’u’akbar!” shout the hijackers. The passengers continue to fight as Flight 93 crashes into a field in Shanksville, Pennsylvania at 580 miles per hour. The Langley fighters are back over Washington shortly after the crash of Flight 93 and do not yet know about the hijacking of that flight. They would have been in position to intercept it if they had known about it. However, even had they intercepted it, they might have done nothing. Shortly after 10:10, somewhere over Washington, they are told by their controller who doesn’t know either that Flight 93 was hijacked or that it crashed: “Negative. Negative clearance to shoot.” In fact, Vice President Cheney, now in the White House bunker, has given the order to shoot down airliners which are off track and don’t respond. Somehow this order meets impedance: some want the authority of the President; some are concerned with what the pilots will do when they get this command. It is 10:39 when Cheney and Defense Secretary Rumsfeld talk. # VP: There’s been at least three instances where we’ve had reports of aircraft approaching Washington — a couple were confirmed hijack. And pursuant to the President’s instructions I gave orders to have them taken out. Hello? Yes, I understand. Who did you give the directions to? It was passed from here through the center at the White House, from the— Okay, let me ask the question here. Has that directive been transmitted to the aircraft? Yes, it has. So we have a couple of aircraft up there that have those instructions at this present time? That is correct. And it’s my understanding that they’ve already taken a couple of aircraft out.
SecDef: VP: SecDef: VP: SecDef: VP:
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We can’t confirm that. We’re told that one aircraft is down but we don’t have a pilot report that did it.
# The VP is wrong. As the Secretary apparently suspects, the order has not been given to the pilots who would have to carry it out. An aircraft headed for Washington is down short of its target, but it was not brought down by the jets. The downed aircraft is Flight 93 — stopped by passengers who learned on their cell phones what had happened to the other hijacked flights. It was stopped because brave passengers on the earlier flights used their cell phones to describe what was happening. It was stopped because all this information was communicated chaotically and effectively by CNN and the other networks. By any historic standard, the almost complete official mobilization of America within two hours of the first plane hitting the north tower is an extraordinary feat of formal communication despite the inevitable confusion and SNAFUs. But it is likely that the White House was saved by information that flowed to the passengers of Flight 93. They mobilized forty-six minutes after the first crash, acting on the information they had. # At 9:05 AM, just as President George W. Bush is preparing to read with the children, advisor Andrew Card whispers to him: “A second plane hit the second tower. America is under attack.” The President hears the pagers and cell phones of the press around him start to erupt. He remains calmly with the children for another seven minutes. Although the Secret Service wants to move him away from this scheduled place where attackers might have known he would be, the President insists on speaking to the country for a few minutes from the school before leaving for the airport. No one with the President or at the White House knows yet that even more planes have been hijacked. On the way to the airport the President hears that the Pentagon, too, has been hit. At 9:45 he is on the phone with the Vice President: “Sounds like we have a minor war going on here, I heard about the Pentagon. We’re at war … somebody’s going to pay.” The President wants to fly directly back to Washington. The Secret Service don’t want him to. The Vice President doesn’t think he should. They are still arguing when Air Force One takes off. Its only mission for the moment is to get the President as high into the relative safety of the air as fast as it can. #
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By 9:59 much of the world is watching live as black smoke billows from the Twin Towers. CNN plays the loop of the plane hitting the south tower over and over again. Commentators are already speculating on the cost and time required to rebuild the World Trade Center. Suddenly a bulge appears in the middle of the south tower and smoke and debris erupt from the bulge. Before most watchers realize what the bulge means, the south tower implodes. A cloud rises in its place and then settles quickly over lower Manhattan. On the streets, evacuees are fleeing the area in all directions. Some stream on foot over the Brooklyn Bridge. Others trek uptown towards perceived safety. The lack of panic is eerie. Dom Montain is part of the uptown-bound contingent just several blocks north of the towers when a huge wind pushes him forward and careens him into an elderly woman ahead of him who also falls. “I’m sorry,” Dom starts to say. Then: “Roll under this truck with me. We’ll be safe.” The woman’s eyes are wide with fear; her almost toothless mouth in a silent scream. But she does not resist as Dom rolls them both under an abandoned UPS van in time to avoid the shower of debris, some of it flaming, that now falls all around their sheltering truck. It is black; utter black. They cough and their eyes tear but see nothing in the blackness. “Mein kinder; mein kinder,” wails the old woman and holds herself closer to Dom. “I’m-not-afraid,” says Dom in his mechanical voice, then in his normal voice: “I’m really not afraid. You’re okay; we’ll be okay. It’s just the wind and the dust from a tower collapsing.” The blackness lightens; the streets, as they come back in view, are covered with ash. Dom has to push drifts of ash away to get them out from under the truck. The air smells of fire; of burnt rubber; of flaming kerosene; of shorted electric lines; and of incinerated flesh. Ash-covered people appear in the clearing air. Most are dazed; some bloody from having been knocked over; some burnt by hot debris. An ashen EMS squad emerges from the dust and immediately and almost silently triages the wounded. They have one apparent heart attack to deal with and a young woman gives the victim mouth-to-mouth respiration with a protective shield until their portable defibrillator is ready for use. It shocks him safely back to life. A very fat male EMS technician with a Santa Claus beard and face takes the old woman from Dom who is propping her up and calms her in Yiddish. “She says you are a mensch,” he says to Dom. “I am Ultra…” Dom begins. “I’m glad to have been able to help.” The trek north continues; still no panic but more urgency now as people shout to each other that the other tower will collapse as well. Back at the site, rescue workers in the north tower are ordered by radio to evacuate. Most of them don’t. Some are too intent on their mission to obey. Others simply never heard the order because their radios aren’t working.
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At 10:28:31 the north tower collapses and spawns another great cloud of debris. As it comes down, it destroys the Marriott Hotel next door in the World Trade Center complex. # It is now mid-afternnoon of September 11, 2001. The President has flown first to Barksdale Air Force Base in Shreveport, Louisiana where he says: “Freedom itself has been attacked and freedom will be protected.” Then he is taken to a SAC bunker in Nebraska. An ABC correspondent tells anchor Peter Jennings: “Peter, the President has gone down the rabbit hole.” Jennings goes on to complain about the President’s apparently random wanderings and describes how he is “being taken” here and there. The President orders his plane to take him back to Washington. # Mid-afternoon at The Stuart School in Princeton, New Jersey is the time the parents come for the children. Stuart School is run by Sister Fran and is so good that many Jewish parents send their girls to this Catholic school for the values it teaches. There is talk of starting a boys’ version of the school. Sister Fran and the teachers know that many of the parents work in New York City. Some of them, usually brokers, go in very early and come back in time to pick their children up. They are afraid that there will be some children that no one picks up. They don’t want to explain the whole horror to the children — they hardly understand it themselves. They know they won’t be able to answer each girl’s first question about her own parents. But they don’t want to lie to the children, either. So, they tell the children there has been an accident and there is a massive traffic jam coming out of New York. Some parents may be late, some very late. Somehow, though, information begins to leak into the school The children invent their own story from the random words they hear: There has been a stock market crash, they decide, as the word “crash” reaches them. It is very bad because their parents may have lost lots of money. Some wonder out loud if their parents will still be able to afford Stuart. Sister Fran and her staff intend to stay until every girl is safely with someone to care for her. They begin calling parents to see who is home and to gather volunteers to take neighbor children home if no parent arrives. Many of the parents they can reach organize themselves into a voluntary phone chain to locate other parents and other volunteers. Sister Fran asks them not to pick up their own children early so that those with no located parents won’t be left isolated any longer than necessary. She has so many offers of volunteers to
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help at the school that she has to ask them not to come until she calls them. By 3:00 PM, they have located a parent or a willing surrogate for every girl. # New York Mayor Rudy Giuliani is asked his estimate of the number of World Trade Center casualties. “More than any of us can bear,” he says. He has already ordered an evacuation of lower Manhattan. The tunnels and bridges that connect Manhattan to the mainland and Long Island have been made one way except for a few inbound lanes reserved for emergency traffic. The only people at the World Trade Center site now are policemen and firemen, many of them near shock and frustrated by not being able to approach the still burning stubs of the towers, which they hope beyond hope contain survivors. They all know people who ran into the towers in the morning and have not seen most of them since. On the New Jersey side of the Hudson River a huge volunteer force of doctors, medical technicians, and construction workers has gathered. They are ready to receive the wounded. There is a fleet of ambulances. Fresh blood is in refrigerated transport from surrounding states. Long lines of volunteers grow outside blood donation centers. Some calls to the Red Cross are from those desperately looking for missing relatives; most are from those looking for some way to help; something to do; some way to be active in dealing with the overwhelming horror. Under arc lights, they build field hospitals on the New Jersey docks to prepare for the wounded. No wounded ever come. The few who are injured but still alive are treated in New York. But most of the physically wounded are dead. The medical people on the dock cannot believe that. They will wait until morning for someone to save. The giant cranes are mobilized overnight. The construction workers and firemen tear the rubble apart with their bare hands in a search for survivors who are never found. Steam mixes with the smoke and swirls from the raw gap in the New York skyline as exhausted and griefstricken firemen pour water on a fire that smolders seemingly to the depths of Hell. # It is evening now. Larry and Louise Lazard are on the deck of their home in Atlantic Highlands, New Jersey. Their view over New York harbor includes the black smoke and white steam from the World Trade Center site. The top of the plume is lit by the setting sun while the base is fading into the dusk. The other towers of Manhattan are silhouetted against the murky sunset and occasionally disappear as they are wrapped in downdrafts of smoke. “Larry, what’s the matter?” asks Louise.
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“Now that’s dumb fucking question. I was just in a building that got hit by a bunch of terrorists with a plane that might as well have been a bomb. I saw people jumping out of windows. I just barely got my ass out of there in one piece. I spend half the day trying to get off that fucking island and get home. And you ask me ‘what’s the matter?’” “Larry, don’t bullshit me,” says Louise. “I’ve been with you a long time. It’s like when you got out of jail. There’s something you’re not telling me. All day I was afraid you were dead and somehow I knew you weren’t, too... I waited. I watched TV. That was no picnic either. And now you’re back and I should be very happy — I am ecstatic you’re not in that hell — but it’s like you’re not back, too. Why? What aren’t you telling me?” “I’m telling you. I can’t tell you what it’s like to be there. Worst place I’ve ever been.” “Do you think we should try to call Dom again?” Louise asks. “I’m so worried about him.” “He’ll call when he can,” says Larry. “I told you I saw him on the way out. He’ll check his voice mail when he can — you know Dom — and then he’ll call. But the phone networks are still pretty much down in lower Manhattan. Verizon had a big switch under the World Trade Center and that’s gone. Power is still off to a lot of places down there, CNN said.” “But cell phones should work,” Louise objects. “They have their own batteries.” “They have to talk to towers. One: the towers need electricity. They have batteries but those’ll only last so long. Two: everyone and their brother is trying to get through, so the cell switches have to be congested too. Three: those calls go through the regular switches, which are broken or jammed on the way to the cell network. So don’t count on that. Dom’s alright; he just can’t get through to tell us.” “How do you know he’s alright? How do you know? Tell me again how you got separated.” “This isn’t a bedtime story, you know,” says Larry. “Nothing is ever going to be the same again.” “There’s something you’re not telling me about Dom. Did he panic? Did his claustrophobia get him? It must have been awful in that stairwell.” “Yeah, he was very strange. Everyone was scared but he froze. There was some guy collapsed in the stairs, some guy with real thin legs and braces, probably had AIDS. He was blocking the stairs. And Dom froze when he got there.” “What did you do?” “I told him to push the guy the fuck out of the way and get down.” “Maybe Dom wanted to help him.” “Maybe he did and maybe he just froze, but it was the wrong thing to do. Saving one life — or trying to save one life — just doesn’t make any sense if it’s going to make hundreds more people die. You don’t know what it was like in that stairwell. It’s blocked and people maybe get crushed or just don’t get out
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before the building comes down. So it’s the wrong time to get hung up on this one guy with AIDS who isn’t gonna live all that long anyway.” “Is that what’s bothering you? Are you bothered because you didn’t want to help the guy and Dom did?” “No … Yes … I don’t know. It was the easy thing to do to ‘help’ him but it was wrong. There were more people to think about.” “Spoken like a true CEO,” says Louise. “Yeah. Well sometimes it isn’t easy making decisions. That’s what CEOs do. That’s what I fucking do. And people don’t like it, too fucking bad. You don’t like it, fuck you, too,” “Larry, you know goddamn well I love you. Sometimes I wouldn’t do what you do; that’s all. And I’m not a CEO, either. It’s okay. I’m just worried about Dom and sick from worrying about you all day. How could anyone do that?” “Do what?” “Hijack those planes and fly them into the buildings and kill all those people. How could they do that? How could they hate so much?” “They keep them in those camps,” says Larry. “You know. They keep them in those camps. They grow up in those camps and they’re full of hate and they do what they’re told.” “CNN said they think some of them are Saudis, not Palestinians. Saudis don’t grow up in refugee camps. Osama bin Laden’s Saudi, too, and they think he may be behind it.” “Yeah, well most Saudi men have no chance of getting laid. They grow up in this corrupt kingdom where a quarter of the people are princes and if you’re not a prince you’re screwed. The princes get four wives each and there are no women left over for anyone else. No wonder they’re screwed up. That’s probably why they have to bundle all the women up so no one can see them. Otherwise those guys go crazy. Then they get told that if they kill infidels they go to Muslim heaven and there are a bunch of virgins waiting for them — they’ll do anything. So maybe that’s it.” “Osama bin Laden has four wives,” says Louise. “He shouldn’t be too horny but he still hates us. If he did this, he really hates us. I don’t know. I just know you’re alive and that’s wonderful and I’m still worried sick about Dom. And I know there’ll be other people we know who were there too. I want to do something.” The phone rings and Louise goes to answer it. She is smiling when she comes back. “It was Dom. He’s okay. He called from his apartment. He’s supposed to evacuate but he isn’t gonna, he says.” “How did he get his phone to work? CNN said no phones are working in lower Manhattan?” “I don’t know. You know Dom. Some Internet thing. A phone in his computer or something. I think he said ‘Free World’ something. I’m just glad he’s okay. He sounded strange, though.” “You think everybody sounds strange. We are strange. We’ve been in a fucking disaster.”
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“No, Lar, he sounds strange differently than you sound strange. You’re strange sad and he’s almost — I don’t know — strange HAPPY.” “Happy? That’s not strange. He’s happy to be alive. I’M happy to be alive. But I’m sad, too, and I’m pissed.” “He didn’t want talk to you. That’s strange, too. He knew you were okay because you left him voice mail and he said it looked like you were getting out okay. But he said something strange, something like he didn’t ‘need’ to talk to you. What do you suppose that means?” “I don’t suppose it means anything. He doesn’t need to talk to me; he’s right. Maybe he’s starting to grow up. Maybe he’s just tired.” “He said he got that guy he was helping down to where EMS was.” “Good for him,” says Larry. “But it was still the wrong thing to do. More people might’ve died, maybe more people did die, because they slowed things down, blocked the stairs. And if EMS was working on him in that building when it collapsed, he’s dead anyway and so are they.” “He said something else strange, too…” “You talked a lot. You were only gone a coupla minutes.” “Yeah, well, at least someone tells me what he feels. It’s not like I’ve got to drag it out of him. He wanted to talk.” “You’re his den mother. What else did he say that was strange?” “He said he wasn’t afraid.” “He was, I saw him, he could hardly get through the door into the stairwell he was so scared. I think I had to push him in.” “Yeah, he said he was scared at first. Then he just wasn’t scared. Like getting scared got scared out of him, I think he said. Something weird.” “Yeah, well, good for him. I was scared, too. Glad he got out. I think Bush is about to say something.” They go back inside. While they wait for the President to appear, Larry says: “This doesn’t sound good: they ‘took’ the President here; they ‘took’ the President there. Leaders don’t get ‘took’; leaders lead.”
#
8:30 P.M. EDT THE PRESIDENT: Good evening. Today, our fellow citizens, our way of life, our very freedom came under attack in a series of deliberate and deadly terrorist acts. The victims were in airplanes, or in their offices; secretaries, businessmen and women, military and federal workers; moms and dads, friends and neighbors. Thousands of lives were suddenly ended by evil, despicable acts of terror. The pictures of airplanes flying into buildings, fires burning, huge structures collapsing, have filled us with disbelief, terrible sadness, and a quiet, unyielding anger. These acts of mass
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murder were intended to frighten our nation into chaos and retreat. But they have failed; our country is strong. A great people has been moved to defend a great nation. Terrorist attacks can shake the foundations of our biggest buildings, but they cannot touch the foundation of America. These acts shattered steel, but they cannot dent the steel of American resolve. America was targeted for attack because we're the brightest beacon for freedom and opportunity in the world. And no one will keep that light from shining. Today, our nation saw evil, the very worst of human nature. And we responded with the best of America — with the daring of our rescue workers, with the caring for strangers and neighbors who came to give blood and help in any way they could. Immediately following the first attack, I implemented our government's emergency response plans. Our military is powerful, and it's prepared. Our emergency teams are working in New York City and Washington, D.C. to help with local rescue efforts. Our first priority is to get help to those who have been injured, and to take every precaution to protect our citizens at home and around the world from further attacks. The functions of our government continue without interruption. Federal agencies in Washington which had to be evacuated today are reopening for essential personnel tonight, and will be open for business tomorrow. Our financial institutions remain strong, and the American economy will be open for business, as well. The search is underway for those who are behind these evil acts. I've directed the full resources of our intelligence and law enforcement communities to find those responsible and to bring them to justice. We will make no distinction between the terrorists who committed these acts and those who harbor them.
# “That’s it,” Larry says. “That’s what’s important. ‘And those who harbor them’ I hope he means it. Carter…” “Shh,” says Louise. #
THE PRESIDENT: I appreciate so very much the members of Congress who have joined me in strongly condemning these attacks. And on behalf of the American people, I thank the many world leaders who have called to offer their condolences and assistance. America and our friends and allies join with all those who want peace and security in the world, and we stand together to win the war against terrorism. Tonight, I ask for your prayers
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for all those who grieve, for the children whose worlds have been shattered, for all whose sense of safety and security has been threatened. And I pray they will be comforted by a power greater than any of us, spoken through the ages in Psalm 23: "Even though I walk through the valley of the shadow of death, I fear no evil, for You are with me." This is a day when all Americans from every walk of life unite in our resolve for justice and peace. America has stood down enemies before, and we will do so this time. None of us will ever forget this day. Yet, we go forward to defend freedom and all that is good and just in our world. Thank you. Good night, and God bless America. END 8:35 P.M. EDT
# “‘And those who harbor them,’” quotes Larry again. “That’s what’s important. That’s what we’ve really got to do. They, the terrorist kids, have nothing to lose or they’ve been told they have nothing to lose. But somebody sent them and that’s where we’ve got to go. Not just lob a few missiles at them, not a Bill Clinton war without inhaling. We have to go after ‘those who harbor them.’” “My father would’ve agreed,” says Louise. “But who are they? Who do we go after?” “Saddam Hussein; Osama bin Laden; maybe Yasser Arafat, but he’s too easy, we just have to unleash the Israelis. Maybe the Saudi royal family. Almost doesn’t matter, but it can’t be a free shot to hit the US like this. I hope Bush can do it. I wouldn’t want to be in Baghdad or Kabul tonight.” “But we can’t just go and bomb a lot of innocent people in those cities,” Louise objects. “A lot of innocent people in our city just got ‘bombed’,” says Larry. “Look, innocent people will die as we make ‘those who harbor them’ pay. It’s not fair, but we can’t let this stand. And those ‘innocent’ people also have to not tolerate leaders who are going to bring the wrath of the US down on them. But there has to be a real ‘wrath of the US’, not just bullshit.” “Lar, I don’t know. I know you’re okay; Donna’s okay; Dom’s okay; a couple of other people I checked up on so-far-so-good, thank God. And I know we’re gonna find some friends aren’t okay and friends of friends’ll be dead for no reason. And all those brave firemen and cops who ran INTO the building. You know they have young—” “Are you saying I was a coward to run OUT of the building?” Larry growls. “No, Larry... Is that what’s worrying you? No! No! You were supposed to come back to me. You did what you—”
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“The only thing worrying me is you worrying about what’s worrying me. LEAVE ME ALONE!” He pours himself a drink, goes into his home office, and slams the door. “Nothing will ever be the same,” Louise tells her mother on the phone. Nothing will ever be the same. # It is late on the night of September 11, 2001. George Harcourt’s BMW 750iL looks dusty as it sits nearly alone in the huge parking lot at Princeton Junction. Here and there are a scattering of other cars whose owners will never return for them. The scene is similar at all the commuter parking lots on all the New Jersey Transit and Metropolitan Transit lines that lead to the wounded city. The would-be rescuers are still on the Hudson River docks waiting for treatable casualties that will never come. Some curse and some cry and some joke because they have to. There won’t even be many bodies. The victims are ashes in the still hellish holes.
HOFC Daily Trading 9/11/01 (at close)
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The New York Markets Did Not Open on 9/11/2001 They Reopened on 9/17/2001
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NASDAQ 9/17/01 - 2/15/02
HOFC Daily Trading 9/17/01 - 2/15/02
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Chapter 11: Bear Hug, February 19 – 25, 2002
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Media Contact: Donna Langhorne Chief Financial Officer 212 555 1000 [email protected] For Immediate Release HACKOFF.COM ANNOUNCES FOURTH QUARTER AND ANNUAL RESULTS February 19, 2002 — New York, NY — hackoff.com.® (NASDAQ: HOFC) had revenues of $3.35 million for the fourth quarter of 2001, a decrease of 72% from the revenues reported for the same quarter of 2000 and a sequential decrease of 33% from the third quarter of 2001. The Company’s net loss for the fourth quarter of 2001 was $42 million. This compared to a net loss of $10 million for the fourth quarter of 2000 and a net loss for the third quarter of 2001 of $29.0 million. The Company’s net loss per share was $1.13 for the fourth quarter of 2001 compared to a net loss per share of $0.26 for the fourth quarter of 2000 and a $0.78 net loss per share in the third quarter of 2001. The weighted average shares outstanding for the fourth quarter of 2001 were 37.2 million compared with 38.8 million for the fourth quarter of 2000 and 37.3 million for the third quarter of 2001. The company had a cash-basis loss of $12.4 million in the fourth quarter of 2001 compared to a cash-basis loss $14.1 million in the fourth quarter of 2001 and a cashbasis loss of $13.2 million in the third quarter of 2001. Cash-basis profit and loss is calculated by subtracting sales paid in equity from reported sales and subtracting write offs of equity acquired in equity sales from total write offs. During the fourth quarter of 2001 the Company had SG&A expense of $8.9 million. Of this amount, $.8 million were termination expenses related to reductions in headcount. During the fourth quarter of 2001, the Company wrote down the value of portfolio stocks to the lesser of price at acquisition or the current ascertainable value of the equities. Equities for which no equity valuation was reasonably attainable were valued at zero. These write-downs and write-offs totaled $30.0 million for the quarter. This compared with similar write downs and write offs of $5.0 million for the fourth quarter of 2000 and $18.0 million for the third quarter of 2001.
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The Company used $10.2 million in cash during the quarter compared with $12.4 million in the fourth quarter of 2000 and $10.9 million during the third quarter of 2001. The Company ended the quarter and year with over $26.8 million of cash and cash equivalents. Equities in the Company’s portfolio are currently valued at $8.1 million. The Company has no long-term debt. During the quarter, the Company did not purchase any of its own shares and still has an outstanding authorization to purchase up to 1.2 million shares. Full Year Results Revenues for the year 2001 were $26.4 million, down 55% from $58.0 million in 2000. The Company’s net loss in 2001 was $106.8 million compared to a net loss of $18.0 million in 2000. For 2001, the Company’s net loss per share was $2.87 compared to a reported loss of $0.47 in 2000. Other Recent News • In Q401, hackoff introduced its Monitored hackaway Service®. This service provides hackoff customers with 24x7 active monitoring of their e-commerce sites by the experienced staff of the hackoff Network Operations Center (NOC). It is available for a variable monthly charge to licensees of hackaway software. A new Monitored hackaway Service logo has been developed to further distinguish those e-merchants who provide this extra level of protection to their users. • During Q401, a majority of new hackaway licensees purchased their licenses under traditional 30 day net cash rather than equity payment terms. In all previous quarters, a majority of new customers have been on an equity rather than cash-basis. • Significant new licensees announced during Q401 include leading bookseller iHudson.com, ibillpaynow.com, and cable giant Conphilia. Chairman Lazard’s Comments “No one can be happy about the size of the write-down and write-off we took. However, it is important to recognize that, although the Internet bubble has burst, the Internet has changed all of our lives forever. The share of the national economy devoted to e-commerce continues to grow and hackoff’s services are vital to the growth of e-commerce. “Despite the write-offs, we believe that we have more than ample assets to take us to the time when hackoff not only returns to profitability but also is cash-flow positive. We have over $26 million in cash and cash equivalents and, even after the write-offs and write-downs, our accountants and the Company agree that equity portfolio is accurately valued at an additional $8 million. Of course, there cannot be any assurance that there will not be further write-offs and or write-downs; on the other hand, a stock market recovery could make the equity portfolio more valuable than it is today.
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“Because it is impossible to predict the future of the equity market, we are managing day-to-day as if our equity portfolio did not exist. We have reduced cash burn significantly from last year and even from last quarter. Part of this reduction is masked by the fact that we have one-time expenses for termination as part of these reductions so the full benefits of reduction don’t flow through immediately. “Moreover, the majority of new licensees now pay us on a 30 day net cash-basis. Although these cash payments don’t have the upside of equity, they are better for our cash flow. “Finally, our new Monitored hackaway Service should provide us with additional cashflow. It is not being offered on an equity basis except to some customers whose contracts require us to offer them all services for equity. It requires monthly payments from many customers.” Future Guidance The Company believes: • It has adequate resources to fund its ongoing operations until they are cash-flow positive without the need for an equity or debt offering or any other form of borrowing. • The Company expects to return to profitability in 2002. • The Company expects to become cash-flow positive in 2003. Conference Call and Webcast hackoff.com Chairman and CEO Larry Lazard and Chief Financial Officer Donna Langhorne will host a conference call for interested press and industry analysts at 5:30 PM Eastern Time today (February 19, 2002). Shareholders and other members of the investing public are invited to listen via a webcast. The webcast can be accessed from the Company site at www.hackoff.com/webcast. Questions may be submitted prior to and during the call to [email protected]. These will be answered on a time-available basis and may be combined, condensed, or otherwise edited by the Company at its sole discretion. All submitted questions become the property of hackoff.com. The webcast will be archived and available for a period of time through the same web address. ### It’s 5:00 PM on February 19, 2002. The hackoff.com earnings press release was put on the wire half-an-hour ago. Larry Lazard, Donna Langhorne,
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Aaron Smyth, and an admin whose black jeans have apparently been shrink-wrapped onto her long, thin legs are all sitting around the Polycom speaker phone at Larry’s conference table. They are preparing for the 5:30 conference call with “industry analysts”, which will also be webcast, as advertised in the earnings release. Actually, Donna has carefully supervised who has the call-in number and which requests to take part live in the conference call will be honored. She has, as always, encouraged the analysts who work for the brokerage firms and write about hackoff to participate. She includes analysts who don’t currently write about hackoff in the hope that they will. Companies are judged partly by how many analysts “cover” them. A company covered by few or no analysts gets less respect than one with good coverage. Individuals and funds are more likely to buy stock in firms they can get information about — though they say they no longer trust what analysts write. hackoff has been losing coverage. At its peak, it was covered by analysts from nine brokerage firms, most of them fairly respectable. But the brokerage firms themselves have lost most of their revenue since there are currently no IPOs and very little other financial activity in this scary post-bubble, post-9/11 time. Analysts have been getting sacked, and only the major companies are reassigned to other analysts who complain about being overloaded (but not loudly). hackoff is not among the companies that get reassigned. Now only Barcourt & Brotherson, FCBC, and WSTUC cover the company. Barcourt & Brotherson and FCBC were both leaders of the syndicate that managed hackoff’s IPO. WSTUC was formed by a merger of a number of smaller firms including Web & Stinger, which was also part of hackoff’s IPO. WSTUC, especially, seems to be losing interest in hackoff, and Donna has made several calls and sent a storm of email to encourage them to call in for today’s conference. Eve Gross has called her contacts in the financial press to get them to call in. She doesn’t think it likely that any will. Donna has also called mutual fund managers like John Signal from Semper who still has his job. Tom Chen, hackoff’s original champion at Semper, lost his after the huge fund he managed lost seventy-five percent of its value during 2001 and wound up on the cover of Business Week pictured as a sinking ship. While about-to-be drowned investors clung to the swiftly submerging rigging, a particularly nasty cartoon image Tom Chen prepared his personal lifeboat. Donna hopes there will be at least a few fund managers or large individual investors on the call, but isn’t sure there will be. “Well, here goes nothing,” says Larry. “What are the chat groups saying about the release?” “You don’t want to know,” says Aaron. “It won’t help. It’ll just piss you off.” “Why? What’re they saying that’ll piss me off? What are you trying to protect me from?”
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“I don’t know what they’re saying,” says Aaron. “I never look at them. I just know whatever they’re saying is worthless bullshit and sure to piss you off.” “The hell you don’t look at them! The hell you don’t! Anyway, I need to know what they’re saying. They’re assholes, but if there are parts of the press release they consistently don’t understand, maybe it’s something we should clarify on the call.” “You’re just going to get pissed off,” Aaron persists. “Lar, you sure you want to do this?” asks Donna. “You want me to print it out?” asks the admin. “Good idea,” says Donna before Larry can answer. “Print it out just back to when the release hit the wire and bring us all copies. Beats staring at a screen. Thanks.” When the admin leaves the room, Donna says: “Look, Lar, they aren’t going to like it.” “We were honest. And we gave them constructive guidance,” objects Larry. “We had a thirty million dollar write-off. The value of our portfolio is almost gone.” “They had to know that was coming. That must already be in the price of the stock.” “Trust me. They won’t like it and it doesn’t matter that they don’t like it. We had no choice but to report what we reported.” “But we gave them guidance that the company’ll be fine,” insists Larry. “If it were up to me, we wouldn’t have given them ANY guidance,” says Aaron. “It’s just evidence somebody’ll use in a stockholder suit against us.” “The analysts don’t do projections any more because Reg FD doesn’t let us whisper secrets in their ears,” Larry says. “It’s not like the good old days when we ‘helped’ the analysts figure out the numbers and they made predictions. They’re too lazy to do any fucking work and the new regulations don’t let us do their work for them.” SEC Reg FD — Regulation Fair Disclosure — went into effect in October of 2000. The proclaimed target of the regulation was the cozy relationship between company managers and security analysts at brokerage firms that clearly existed prior to the issuance of the regulation. These analysts were regularly briefed on a “confidential” basis by the company, and given a “headsup” if there were significant changes from what they had been writing. It was just this sort of “heads-up” that hackoff gave analyst John Braxton at Barcourt & Brotherson when it looked like the second quarter of 2000 might be worse than anticipated. Even under the law at the time, trading on insider information was illegal. However, it was a legal and common practice for companies to give this information confidentially to the analysts who covered them, as long as the company didn’t know the information was being used illegally. Each quarter companies like hackoff would hold a “confidential” call with the analysts who covered them prior to the release of earnings. The stated purpose of the call,
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whose contents the analysts were not supposed to reveal until after the company made a public release, was to allow the analysts to ask questions and have their commentary on the company ready to issue concurrent with the company’s results. What actually happened, as the SEC knew full well, was that analysts called their favored (read: “big”) clients with the information before the information reached the general public. This meant that the favored clients could buy or sell on the basis of this information before it became generally known and affected the price of the stock. This practice, of course, affected the price of the stock. This advance information not only endeared the analysts to their firms and the firms to their clients, it also was powerful leverage. In the unusually lucid words of the SEC: “Selective disclosure also may create conflicts of interests for securities analysts, who may have an incentive to avoid making negative statements about an issuer for fear of losing their access to selectively disclosed information.” It was certainly not unheard of for company management to stop returning phone calls from analysts who wrote negative things about them. So Reg FD said, roughly, that top company management cannot make any significant non-public information selectively available to people such as security analysts or investors who may be able to trade or help others trade on the basis of that information. If a company has something significant to announce, it must do it in a public forum such as an SEC filing or a press release. In other words, no more private little chats with goodies for the analysts. But now the analysts don’t know any more about the company than anyone else. In the jargon of the day, they have lost most of their “value add”. Why read what an analyst writes if the analyst doesn’t know anything that you don’t know? There is always the possibility that analysis is valuable because of the THOUGHT that went into it rather than the nonpublic material information, but nobody really believes that. Just one more reason there are fewer analysts available to cover companies like hackoff. Ironically, the companies still want coverage because their investors still ask: “Who covers you?” though they profess to believe the analysts less than they ever did. Now that management is no longer able to talk privately to them, analysts can’t begin to forecast for a company they never really understood and that has no real history, in an industry they don’t understand that has no history either. “So,” Larry says, “since the fucking analysts can’t tell people what our earnings are going to be unless we whisper in their ears and the SEC says we can’t fucking whisper in their ears, there’s no fucking way for people to know what the company is going to do unless we tell them.” “Larry, we don’t know either,” says Aaron. “We don’t know what the company’s going to do. We’ve always been wrong with our forecasts.”
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“We’ve always told the truth,” says Larry. “We’ve always said what we thought the company was going to do. We’re not claiming to be fucking infallible.” “Yeah,” grumbles Aaron. “I’m going to love defending this shareholder suit.” The admin returns and gives them each a couple of pages of recent chat group effluvia to look at.
#
The Chat Board
Earnings Out! by: thewatcher02 (37/M/New Rochelle, NY) 02/19/02 4:40 pm Msg: 77120 of 77136 The earnings release is on yahoo!
Re: Earnings Out! by: ChorusLine (24/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 77121 of 77136
Posted as a reply to: Msg 77120 by thewatcher02
02/19/02 4:41 pm
This looks bad. 30mil writeoff! Huge loss! The street wont like it!
Re: Earnings Out! by: pooper Long-Term Sentiment: Sell Msg: 77122 of 77136
Posted as a reply to: Msg 77121 by ChorusLine
02/19/02 4:43 pm
hackoff is as bankrupt as social security.
The Earnings Release by: Jumbo10 (45/M/New York, NY)
hackoff.com
Long-Term Sentiment: Sell Msg: 77123 of 77136
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02/19/02 4:45 pm
Page 11.9
I’ve changed my sentiment to sell. This is very, very bad. We knew there’d be some write-off but the company never warned us it would be like this; probably giving themselves and their friends time to sell before the news got out. The stock is going to be shit and no one is going to believe that there won’t be more write-offs as long as there is still stock in the so-called portfolio. No wonder the stock has been acting the way it has. The market-makers must have had inside info and been manipulating it ahead of the announcement. They’re all a bunch of crooks. The company is giving guidance that it won’t go bankrupt but I’m not sure the Street’s going to buy that either.
Re: Earnings Out! by: scooper Long-Term Sentiment: Buy Msg: 77124 of 77136
Posted as a reply to: Msg 77122 by pooper
02/19/02 4:48 pm
pooper, your just as much an asshole as your buddy al gore and this isnt a political board. Social security has nothing to do with hackoff and hackoff has plenty of cash not even counting the stock in its portfolio that’s got to go up sometime.
Re: The Earnings Release by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 77125 of 77136
Posted as a reply to: Msg 77123 by jumbo10
02/19/02 4:52 pm
Well looks like jumbo got all his stock sold. Pump and dump works again. Now he changes to a ‘sell’ probably means he’s going to buy more jerkoff. Good chance to lose even more when it goes down the tubes. Lets see how the lizard and the cunt try to spin this one in the press conference. This is real shit, huge loss. Bankruptcy coming. Assets arent worth shit. All the past sales were just bullshit. Don’t say I didn’t try to warn all you jerkoffs. antihack is the only real company in this space.
hackoff.com
Re: The Earnings Release by: scooper Long-Term Sentiment: Buy Msg: 77126 of 77136
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02/19/02 4:56 pm
Posted as a reply to: Msg 77125 by Alaska60-60
alaska, you’re as much an asshole as your friend pooper and this is not the antihack board. why don’t you stay there where you belong so you can pump and dump that and not bother us here on this board does antihack have any new product like hackoff monitored hackaway? Maybe they will in a year when they copy hackoff as usual.
Re: The Earnings Release by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 77127 of 77136
Posted as a reply to: Msg 77126 by scooper
02/19/02 5:01 pm
does monitored hackaway means that somebody watches you jerkoff? You’d probably like that. if you don’t want to get jerked off, buy antihack
Re: The Earnings Release by: Jumbo10 (45/M/New York, NY) Long-Term Sentiment: Sell Msg: 77128 of 77136
Posted as a reply to: Msg 77123 by jumbo10
02/19/02 5:05 pm
Somebody might buy the company when the stock gets really clobbered. It does have cash and some of the stocks in its portfolio might be worth something. Maybe Microsoft or somebody wants some of the products or patents to or maybe vultures will snap it up. But that’s not enough to make me buy, because insiders always make out like the bandits they are in a deal like that and the stockholders get screwed. Lazard should do the right thing and quit, but he won’t because he wants his payoff.
Re: The Earnings Release by: PacPhil (24/M/New York, NY) Long-Term Sentiment: Buy Msg: 77129 of 77136
02/19/02 5:07 pm
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Posted as a reply to: Msg 77128 by jumbo10
Jumbo, good analysis as always. Do you really think the company might get bought? Wouldn’t that make it go up?
Re: The Earnings Release by: scooper Long-Term Sentiment: Buy Msg: 77130 of 77136
Posted as a reply to: Msg 77128 by jumbo10
02/19/02 5:07 pm
Do you think Lazard might quit? Maybe he will.
Re: The Earnings Release by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 77131 of 77136
Posted as a reply to: Msg 77130 by scooper
02/19/02 5:10 pm
Your an idiot jumbo or just getting reddy to dump more stock. the company is toast — stick a fork in it. Only hope is antihack buys them but they’re not going to pay up for this piece of shit when they can just wait for it go bust and take the customers. First the stocks going under a buck and gets delisted then it falls to pennies then maybe someone buys it for a penny more. scooper why don’t you ask the lizard if hes going to quit. He wont answer anyway but better then asking pump and dump jumbo.
What was the quarter like by: CLess Msg: 77132 of 77136 What kind of quarter did hackoff have???
02/19/02 5:15 pm
Re: The Earnings Release by: scooper
hackoff.com
Long-Term Sentiment: Buy Msg: 77133 of 77136
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02/19/02 5:15 pm
Posted as a reply to: Msg 77130 by Alaska60-60
I will send in a question. I bet Lazard does answer. I bet he does.
New product by: TestTost (34/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 77134 of 77136
02/19/02 5:15 pm
The porno sites need the monitoring product. People are always trying to hack into them either to see the cunts for free or steal the credit cards of everyone else who is watching them. And the porno sites pay cash to hackoff because they have it. They don’t give nobody a piece of the action for nothing.
Re: Earnings Out! by: ChorusLine (24/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 77135 of 77136
Posted as a reply to: Msg 77121 by ChorusLine
02/19/02 5:16 pm
It’s bad! The street wont like it!
After Market by: thewatcher02 (37/M/New Rochelle, NY) 02/19/02 5:16 pm Msg: 77136 of 77136 hackoff’s trading in the aftermarket. 5k shares down to $1.45.
# “Those fucking assholes,” says Larry. “We already knew they were assholes,” says Aaron. “So what else did you learn?” Larry scans the printout again. “Well, some of them don’t know the difference between a paper loss and a real loss of cash. We’ve gotta make clear
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on the call that we’re not going bankrupt; that we have plenty of cash and even more other assets.” “You already said that in the guidance. You said it more than you probably should.” “They didn’t get it.” “Hopefully most people are smarter than pooper,” Donna says. “That’s not who we sell stock to. Actually, TestTost turns out to be smarter than I thought, some of the blood must’ve gone back to his brain. Maybe he ran out of Viagra. But he’s right about the porno sites and monitored service. Lar, you might want to make that point.” Larry doesn’t answer. “Larry, you okay?” asks Donna. “You hear what I said about the porno ... uh, adult sites?” “Yeah, yeah. I heard. You think those assholes at antihack would try a hostile? You think we have to worry about that?” “Now you’re listening to Alaska,” says Aaron. “I told you we shouldn’t have wasted time on the chat group idiots. Is there anything else we need to do to get you two ready for the webcast?” “We gotta make sure the stock doesn’t fall too far,” says Larry as if he doesn’t hear Aaron. “Maybe we need some takeover defenses. Aaron, you need to think about that. We should plant a question about antihack in the webcast.” “How’re we gonna answer that?” asks Aaron. “Sounds like a sure way to establish a case for plaintiff’s lawyer or even antihack’s lawyer.” “Just do your fucking job and stop being so fucking negative,” says Larry. “If we’re gonna get attacked we fight back, preferably BEFORE we’re attacked. For now I just gotta emphasize the positive — the new product and stuff, the assets — in the webcast. And we gotta have a question — actually, the chat group suggests it — a question about whether antihack has any new product like monitored service.” “How do you know they don’t?” asks Aaron. “They haven’t had time to copy us yet. They haven’t announced it and we’ve announced ours so anything they announce now looks copycat and we’ve got to grab the position of innovators. Here’s the question...” He dictates to the admin: “‘Do you have any competitors? If so, do they have any product like your Monitored hackaway Service? If not, why not?’ Just type that up and get ready to read it when I hand it to you. Also another question: ‘Does this announced loss for the quarter mean that hackoff.com is running out of money?’ Might as well face that one head-on for people who don’t get it. Donna, I’m gonna give that one to you when it comes up.” After a few minutes, the admin dials into the conferencing service on the Polycom. “Hello, my name is Naomi; I’ll be your conference coordinator,” says a voice from the other end. “Do we have the name of the company right for the conference? It’s ... uh…” “hackoff.com,” says Larry.
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“Right, thank you. This is the … uh … hackoff.com fourth quarter and anal … uh, I mean … annual … results conference call…” “Get your mind out of the gutter,” says Larry. He is smiling for the first time today. “Excuse me, sir?” “Nothing, you’re doing fine. It’s the ‘hackoff.com fourth quarter and annual results conference call.’” “Thank you. Are you Mr. Lay-zard?” “Lazard,” says Larry. He is now fighting hard to speak through his laughter. “It’s pronounced … (chokes on laughter) ... pronounced Luh-zard.” “Yes, sir. Thank you. After the announcement of the call, I’ll be giving the participants some instructions and then I turn the meeting over to you; is that right?” “Yes,” says Larry, regaining control. “By George, I think you’ve got it...” “Excuse me, sir?” “Nothing. You’ve got it right. All their phones should be muted when you hand off to me. I’ll be handing off to Ms. Langhorne — you should actually announce that she and I are co-hosting the conference — I’ll be handing off to her. Then she’ll give it back to me. Then I’ll talk for a while; then I’ll tell you to open up … uh, to open the line up … for questions.” He starts to laugh again. “Yes, sir. I think I have that. They’ll be mooted to begin the call. Then we unmoot. What is Ms. Langhorny’s title?” Larry can’t stop laughing enough to talk. He points at the admin to take over. “Uh ... this is Michele Frankel, I’m Mr. Lazard’s assistant. Mr. Lazard’s title is Chairman and CEO, and Ms. Langhorne — that’s LANG-horne — is Chief Financial Officer.” “Okay. Thank you. I show five minutes until the conference time and there are three participants on music hold.” “Good,” says Larry recovering. “Let us know when we’re at start time.” He mutes the phone and grins at Donna who has her reading glasses on and is going over her script. “Langhorny,” he says, “”Are you ready?” She ignores him. Michele the Admin makes last minute arrangements with another admin who will bring her questions as they come off the Web. She brings back a couple of questions that have already come in. Larry looks over them quickly and stops chuckling. HAVE YOU BEEN INDICTED YET, LAZARD? He balls that one up and throws it away. ARE YOU GOING TO QUIT, MR. LAZARD? He keeps that one and numbers it and three other questions and hands them to Michele. Aaron takes them from her and removes two. Larry gestures to him to put them back. Aaron opens his mouth to argue. “I show thirty seconds to start time and seven participants on music hold,” says Naomi the Coordinator.
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Larry motions Aaron to silence and puts all the questions back in the pile. Aaron picks up the gun from Larry’s coffee table, puts it to his head, and mocks pulling the trigger. “Don’t worry,” says Larry. “I know what I’m doing.” He takes the gun from Aaron, puts it to his head, and pulls the trigger. It clicks and he puts it down. “We are at start time and there are nine participants on music hold,” says Naomi. “Let’s wait one more minute,” says Larry. “Sir, Mr. Lazard, are you there?” “Yes. Let’s wait thirty more seconds.” “Sir? Mr. Lazard?” “The phone’s still ’mooted’,” says Donna acerbically, “she can’t hear you.” Larry reaches to unmute the phone but, instead, hangs up the call. “Oh, shit,” he says and lunges for the phone. “What the fuck’s the number? Shit.” “I’ve got it,” says Michele competently. She pulls the Polycom closer to her where Larry can’t reach it and redials. They hear a busy signal. “Oh, fuck,” says Larry. “What else can go wrong? We’ve got to make this shitty announcement and now I disconnected the call. This is a fucking disaster.” “Blame it on the technology,” says Aaron. Michele gets reconnected with Naomi. “I show four minutes past start time and twelve participants on music hold.” She sounds nervous. “Let’s go,” says Larry glumly. “Welcome to the hackoff ... I mean ... hackoff-DOT-COM... Excuse me. Welcome to the hackoff.com quarterly and an-nu-al results conference call. Our hosts are Mr. Larry Layzard … uh, Chairman … uh, and CEO of … uh, the company, uh, and Ms. Langhorny, Chief Finance Officer.” Larry’s not laughing. Donna chuckles and looks back at her script. “For the first part of the call, participants’ phones will be mooted. Later there will be a questions and answer session and the participant phones will be unmooted. If you want to ask a question at that time, press star-one on your phone and you will be put in queue. If you want to cancel a request for a question, press star-two. If, at any time during the call you need technical assistance, press star-zero on your phone. “I will now turn the call over to Mr. Luh-zard.” “Sorry for the uh … delay in getting started. Thank you for joining us and welcome to hackoff’s fourth quarter and full year conference call for 2001. Also welcome to those of you who are listening on the webcast. Remember that you can still email questions to [email protected] and we’ll answer them as time allows. “You’ve already seen the press release so you know we have both bad news and good news. Before I get into that, though, as usual, I’ll ask our CFO Donna LANGhorne to go through the numbers for the quarter with you. After she gives you the numbers, I’ll give you some color from my point-of-view and
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then we’ll take questions from those who are on the phone and, time allowing, we’ll also answer emailed questions. Donna.” Donna reads: “Thanks, Larry. Thanks again for joining our call today. Let me start off again by reading the forward-looking statements disclaimer, then I'll review the line-by-line items of the release. “I want to remind you that, as with our past conference calls, all of our non-historical statements today constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. As with any public company, our ability to perform in accordance with these statements could be materially adversely affected by numerous risks and uncertainties including the factors described in our press releases and the risks disclosed in our SEC filings.” Donna then goes on to recite the numbers in the press release with slightly more detail. She reveals that headcount has been reduced from 160 at the end of 2000 and 115 at the end of the third quarter of 2001 to 105 at the end of the fourth quarter. She emphasizes that some of the expenses in the fourth quarter are as a result of paying severance to those who have been let go and so this part of expense will come down in future quarters. She also says that the company has done a good job of managing its receivables; on the average, money is collected in forty-six days, down from forty-eight days in the previous quarter. Total receivables are also down but, she is careful to say, this is partly a result of lower cash sales than in the previous year. Very carefully, Donna reads the explanation of what the company means when it talks about cash-basis profit and loss. While Donna is reading her script, Larry gets up from the table and wanders around the office. He checks the after-hours trading price of hackoff and mouths a curse when he sees it below $1.40. He reads the growing pile of email questions and writes on them the order he wants them asked. He drinks some water, some coffee, then some water again. Then sits down as Donna nears the end of her presentation. “Now I’ll turn you back over to Larry,” Donna concludes. “Thank you, Donna,” says Larry. He speaks from notes: “Well, no one likes to uh … report the kind of loss we’re reporting this quarter. We know that our investors don’t like seeing these write-downs and write-offs. We don’t like seeing them ourselves…” His voice is fading as he speaks. He stops, swallows, continues half an octave lower and with more force: “It is important to remember that these reported losses, however, DO NOT represent a cash loss for the company, nor do they reflect on our operations. We all know what has happened to the stock market, particularly to the dotcom portion of the stock market, and, not surprisingly, that has happened to our portfolio as well.” Aaron is conspicuously looking away. Donna makes a throat-cutting motion and then winds her forefinger to signal “move on”.
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Larry pauses for a minute as he decodes all the signals, then pushes on, still in a low and slow voice: “Uh ... of course it is certainly possible that the market will move up as well as down and, if that were the case...” Aaron leaps up and writes on the whiteboard: IT COULD CONTINUE DOWN TOO. Donna’s circling forefinger accelerates and tightens its circles. “If that were the case,” Larry closes his eyes and continues: “If that were the case, some of these securities could gain in value.” Aaron sits at the table with his head in his arms. Donna sits back and sighs slightly; she pulls her skirt down further towards her knees under the table. Michele starts to get up to check for more email, then sits down very quietly again. “Of course,” says Larry, now staring at Aaron, “the stocks could continue down as well. There can be no assurance that we won’t have further write-offs and/or write-downs in future quarters.” “Thank you,” mouths Aaron, looking up at the ceiling. “In fact, because the world — and particularly the stock market — is a dangerous place,” Larry continues, more confidently, “we are running the company as if the equity portfolio, as important as it is, didn’t … doesn’t exist.” Donna leans slightly forward and flashes “okay” with a smile and the thumb and forefinger of one hand, but quickly resumes the “speed it up” signal with the other. “As Donna explained,” says Larry, “we are now reporting and managing to what we call cash-basis earnings, the numbers as they would look if we had no income in the form of equity and had never had any income in the form of equity. For the last quarter, our cash-basis earnings were up even though GAAP (Generally Accepted Accounting Principals) earnings were down. We feel this is important. “As we continue to manage cash carefully, our cash-burn for the fourth quarter was less than that for the third and well below that of the fourth quarter a year ago. We are confident that, even if we never cash in any of our equity, we have sufficient cash…” Aaron is frantically writing on the board: THAT’S NOT WHAT WE SAID IN THE RELEASE. THAT’S NOT THE GUIDANCE WE GAVE. STOP! “We have sufficient cash,” Larry recovers, “even if we never do an equity offering or sell debt to take us to the point where the company is cash-flow positive. That’s what we believe.” Aaron sits down but looks more unhappy than ever. Donna slides a note to Aaron. HE COVERED IT, it says. Larry is distracted by the note-passing, but continues: “Uh ... there is other good news this quarter besides our reduced cash-burn and reduced cash-basis losses. We have just introduced our Monitored hackaway Service. Let me explain: This isn’t only a dangerous time in the stock market; it’s also a dangerous time on the Net. Hackers are more aggressive and have better tools than ever before. Because of the SUCCESS of e-commerce — and it has been a success, no matter what the stock market thinks — because of the success of e-commerce, there are more transactions on the Web than ever before; more
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dollars are flowing in e-commerce. Willy Sutton said he robbed banks because that’s where the money is. There is a modern type of bank robber who goes to e-commerce sites because that’s where the money is today.” He looks around for encouragement. Donna smiles slightly. Aaron doesn’t respond. Michele leaves to field more questions. When she comes back, she brings questions and a list for Donna of the people on the call. While Larry continues to talk, Donna crosses off those she doesn’t want to let ask questions and assigns priorities to the others. Michele leaves again and emails the blacklist and priority list to Naomi. The unauthorized will not have their request to ask questions recognized but will hopefully think they are just too far down on the question queue to be heard. “Our current hackaway software-only product is the best available on the market today,” Larry continues. “Our customers — unlike the customers of our competitors — have never had a significant loss when they used our products as directed. But we’re not sitting back on our laurels. There is always the danger of a new kind of attack, perhaps of a kind even WE haven’t thought of. Hence, Monitored hackaway Service. With this service, we are virtually there, on the websites of our customers, looking for attacks. Even attacks of a kind that have never been seen before. And we can counter these attacks before they damage the valuable businesses our customers have built, BEFORE they threaten the retail customers of our customers. “We feel that this monitored service will be essential for e-commerce websites in the future. We think it will generate recurring revenue for hackoff. “That’s it for me. Thank you for listening. Naomi, you can now accept questions from those who are on the conference call. Those of you on the webcast can continue to email in your questions although we may not be able to get to all of them. Naomi.” “We are now opening the phones for questions,” says Naomi on cue. “If you have a question, press star-one on your phone to be placed in queue. If you want to cancel your request to ask a question, press star-two. Your questions will be taken in the order received.” (This, of course, is a lie since she will actually activate questioners in the order supplied by Donna and never activate those on the blacklist.) “If you need technical support at any time, press star-zero. “Our first question,” Naomi announces, “is from Vin Foster at Seller Brothers.” “Hi, Vin,” say Larry and Donna simultaneously. “Hi, guys,” says Vin. On other quarterly calls Vin and other analysts have prefaced their questions by saying “good quarter”; not this time. “Clearly you’re doing the right thing in taking these write-offs now and reflecting market reality. What assurance can we have that there won’t be further write-offs next quarter?” “And he’s our friend?” Larry whispers to Donna. Then he answers: “Good question, Vin. We can’t give you any assurances on that. We can’t predict the market…”
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Aaron and Donna smile their approval at Larry. “However, the market can go up as well as down.” Aaron’s head drops back into his hands. Donna looks away. “It may turn out,” Larry continues, pointedly not looking at them, “that some of these securities have more value than what we’re carrying them for on our books.” “I have a follow-up question,” says Vin. “Go ahead,” says Larry. “When are you going to start selling some of the stocks in your portfolio? Shouldn’t you be turning some of that equity into cash before its value disappears completely?” “I can’t comment on when or if we plan to sell,” says Larry to Aaron’s visible relief. Then, to Aaron’s dismay and Donna’s studied indifference, Larry continues: “Remember, we don’t need the cash. We are managing to the cash we have without selling these equities to give them every chance to regain some of their value when the NASDAQ decides to recover.” Aaron groans almost audibly. “I have another follow-up question,” says Vin. “Vin, you always ask good questions, but we need to give other people a chance,” says Donna in a smiling voice. “Our next question,” says Naomi, “is from John Braxton at Barcourt & Brotherson.” “Hello, John,” say Larry and Donna, not quite simultaneously. “Hello,” says John. “My question is about sales going forward. Are you going to stop accepting equity in lieu of cash? If not, why not? That strategy doesn’t seem to be working.” “No, John,” answers Larry, speaking slowly and with an angry space between each of his words, “we’re not going to ‘stop accepting equity in lieu of cash’. That is an integral part of the hackoff value proposition as you, yourself, wrote many times.” Donna is frantically trying to wave Larry silent but he bulls on: “If it made sense to accept stock when the market was high — and, with hindsight, the market was too high — then it certainly makes sense — more sense — to accept stock when the market is low.” “Not if you ever want to make your numbers,” says John, picking up Larry’s angry tone. Donna puts her hand on Larry’s fist, which is clenched on the table. He flips her hand off, but unclenches. “John,” Larry continues, in a more friendly tone but with a grimace, “we are also now reporting and managing to cash-basis earnings. We do feel that these will have greater predictability and give analysts and investors an easier way to evaluate and track the company.” “Are you saying we should ignore the reported numbers?” asks John, still sounding surly. “We should ignore all the equity sales and all the equity WRITE-OFFS and just look at cash-basis sales? Is that what you’re saying?”
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“John, we could never tell you what to look at and what to ignore,” says Larry in a placating tone. “But we’re not saying that. We just think that the cash-basis gives an additional point of reference. And we are managing to that, as I said.” “What increase in cash-basis sales and revenue are you looking for over the next few quarters?” John asks. “I’m sorry, John, we haven’t given any guidance on that.” “Our next question,” says Naomi, “is from John Signal at Simple Funds.” “We know it’s really ‘Semper’,” says Donna. “Hi, John.” “Hi, John,” says Larry. “Look,” says John Signal, “you’re not giving us very much to go on. You don’t know whether or not you’ll have more write-offs. You aren’t giving guidance on sales earnings. Why should anyone buy or hold the stock? Where’s the upside?” Donna signals to Larry that he should let her answer the question but he ignores her. “Fair question, John,” he says in a reasonable and thoughtful voice, “there are at least two areas where one can look for upside. One: as I said, the stocks in the portfolio COULD go up, I mean stocks do do that…—” “So you’re running a mutual fund?” John interrupts. “I thought you were a software company.” “We’ll leave running mutual funds to you, John,” Donna interjects, as she sees Larry’s jaw and fist tighten. She is using her smiling voice. “You do that much better than we could. You’re right, we are a software company and the ‘number two’ that Larry was about to tell you about is our Monitored hackaway Service.” She briefly touches the inside of Larry’s thigh under the table. “Yes,” says Larry unclenched, “another potential upside for investors is our new service as Donna said. We think it is responsive to the needs of our customers in these ever more dangerous times for e-commerce. And it helps us in our objective to manage to cash since this is a cash-basis service for many of our customers.” “Thank you,” says John. “Our next question,” says Naomi relentlessly, “is from Marshal Manafiore of Manafiore Partners.” “Hi, Marshall, glad you could join us,” says Donna. She called him and emailed him several times to get him to participate. “Hi, Donna, glad to be here,” says Marshal. “My question is why did it take so long to get the monitored whateveritis service launched? You first announced it almost a year ago. You said the market needed it then and that you would have it two or three quarters ago. Has anyone bought it? Have you missed your market window?” “Good questions, Marshal,” says Larry in his thoughtful voice. “I’ll start with the last one first. We haven’t missed our market window for the simple reason that no one else has come out with a product — a service, actually — like this. The customers’ need is not yet being met. We were later with the
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product than we would have liked to be,” he continues. “As John Braxton pointed out, we’re a software company and somehow software never seems to get done on time. But we’re still the only ones with this product. What was the other part to your question?” “Has anyone bought it yet?” Marshal repeats. “We have no announceable sales at this point in time,” says Larry. “Remember that customer confidentiality means we can’t announce sales without our customers’ permission.” “You’re not violating anyone’s confidentiality if you just say whether you sold any of this service yet. I didn’t ask you WHO you sold it to. I just want to know—” “Marshal, I’m sorry,” Larry interrupts. “We don’t break out sales by individual product line and this is not information we have disclosed. It might be deemed to be material and, at this point, it is non-public. I’m afraid I just can’t answer your question other than to say that we believe this product meets a very important need of our customers and will be good for both hackoff and hackoff’s customers going forward.” He pauses then says: “There have not yet been any sales of Monitored hackaway Service.” PORNO, Donna writes on the whiteboard and TESTTOST! “Marshal, I CAN tell you,” Larry resumes, “that our Monitored hackaway Service is of particular interest to the adult segment of e-commerce. These customers have traditionally been cash rather than equity-based for hackoff. And, because the adult segment does have a valued product and a high number of credit card transactions, they are particularly vulnerable to the kind of attack our new service is designed to protect them against.” “Mr. Lazard,” says Marshal very coldly, “much of the money my firm manages comes from some very fine Christian groups. You’re telling me that no one is buying this new product but that, if anyone ever does, it will be godless pornographers who corrupt the youth of our country and destroy its values? I have no further questions, and you can certainly not expect any future investment from my firm.” “Nice move, Donna,” says Larry in an aside away from the Polycom. “We have a question from one of the participants in the webcast,” he says to the Polycom, and cues Michele. “Mr. Lazard,” Michele reads, “do you have any competitors? If so, do they have any product like your Monitored hackaway Service? If not, why not?” “Good question,” says Larry. “There is a company called antihack that likes to consider itself a competitor to hackoff. They sell a product to e-commerce sites that they claim provides protection from hackers, so I guess that makes them at least a wannabe competitor, even if many people think their product is vastly inferior to ours. antihack does not have a product like our Monitored hackaway Service; at least they haven’t announced one. And it’s very hard for me to believe that they have the technical capability to develop something like this even though they do like to copy hackoff products. It took us a lot longer than we would have liked to get this product out; I don’t think
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they could do it ever — not without violating our patents. Let’s take another one of the webcast questions.” “Mr. Lazard,” Michele reads, “are you going to quit?” “I am not!” says Larry with a smirk. “I don’t quit. Moreover, this is an exciting time for hackoff — a time of challenge and a time of opportunity. I’m looking forward to being profitable again and cash-flow positive and to the success of our new service.” Donna sticks her finger down her throat, but smiles. “Let’s take one more webcast question and then get back to the phones,” says Larry, apparently pleased with himself. “Mr. Lazard, does this announced loss for the quarter mean that hackoff.com is running out of money?” “I think Donna and I have already answered that,” says Larry, “but let me hand off to Donna to address it again.” “Thank you, Larry,” says Donna, “and thanks for the question. I understand that our reported loss for the quarter is disturbing to our stockholders. However, it is important to realize that this is an accounting loss; it doesn’t affect our actual cash position. As Larry and I have said, we are managing the company to be cash-flow positive as soon as is reasonably prudent. And we believe that our current resources are adequate to fund our cash-flow needs until we are cash-flow positive without the necessity of selling equity or going into debt.” Larry claps silently at Donna. “Naomi, let’s have the next question from the phones.” “Our next question is from Sam Marquant of Distressed Value Newsletter,” says Naomi. HE WAS SUPPOSED TO BE BLOCKED, Donna writes on the blackboard. FUCK UP! WATCH OUT! If Aaron were a dog, his hair would be standing straight up and he would be straining at his leash. “There are two parts to my question,” Sam begins. “One: are you buying back any more shares, and if not why not? Don’t you believe in the company?” “Sam…” Larry starts to answer. “That’s just the first part of my question. Two: at what price would you sell the company? I mean you guys have to do something to realize value for shareholders.” “We feel the current stock price significantly undervalues the company,” says Larry. “We would be hurting the interest of the shareholders if we sold the company for anything like this price.” “Then,” continues Sam, “why aren’t you using some of your cash to buy back stock? Your board has authorized it. You can’t have it both ways. If the stock is undervalued, you ought to buy it. If the company is not undervalued, then you ought to sell it — or don’t you have any offers?” “This would not be the right place to talk about offers that have not previously been disclosed,” says Larry. “Then you’re saying there are some offers?”
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“I didn’t say that,” says Larry. “If there are any offers — and I’m not saying there are — then clearly we don’t think they’ve reached the stage when we should make them public. For example, because we’re not negotiating. And, if we haven’t made offers public, we certainly wouldn’t announce them on this call. That would be a violation of Reg FD. I have nothing further to say about offers that may or may not have been made for the company.” “If the current stock price undervalues the company...” Sam begins again. “I think it’s time to give someone else a chance to ask a question,” says Donna. “Naomi, what do we have?” “We have a question from Vin Foster at Seller Brothers. Mr. Foster, go ahead with your question.” “If the current stock price undervalues the company,” says Vin, “then at what price is the company fairly valued? What would you sell the company for?” “Vin, you know I would never answer a question like that,” says Larry. “If we were to sell the company, it is our fiduciary responsibility to get the best price we can for shareholders. We don’t do this by publicly stating our negotiating position.” “Do you think a fifty-percent premium to the current price would be sufficient?” Vin asks. “Frankly, no. The current price is way too low.” Aaron is gesturing frantically, but Larry continues: “I am not going to answer any further questions on a possible sale of the company.” “Then can you say why you are not buying back the stock?” “I think I already answered that question.” “No you didn’t,” argues Vin. “Sam asked you, but you never answered.” “As you know,” says Larry. “We have an open authorization from our board to buy back up to 1.2 million shares of our stock. We have not disclosed and will not disclose at what prices we would do that. Clearly such disclosure would not help us achieve the best market price for our shareholders—” “So you expect the price to go down further and are waiting for a LOWER price to buy your stock?” “I didn’t say that. I think we’ve now run out of time. Thank you all very much for participating in the call. Remember the webcast will be available for listening to online in about an hour and will remain available for the next thirty days.” He stretches and hangs up the Polycom. “Jesus, that was awful,” Larry says to Donna and Aaron. They say nothing. “Is it okay if I leave now?” asks Michele. “I have a date...” “Go ahead,” says Larry. “Have fun.” “I can stay if you need me,” she says. “Thanks,” says Larry. “Go!” #
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On Friday, February 22, 2002, hackoff stock closed down twenty-six cents at exactly one dollar. At the beginning of the week it had been above two dollars. On Sunday night, Louise answers the phone at the Lazard home. “Larry,” says Louise, “it’s George Wrobly on the second line.” “What the fuck’s he want?” asks Larry. “Why don’t you talk to him and find out? He’s on hold.” “Lazard,” Larry says when he picks up the phone. “Larry,” says Wrobly, “this is George Wrobly, antihack CEO. How are you?” “I thought it was George Wrobly, the milkman,” says Larry. “What the fuck do you want?” “Rough webcast last week,” says Wrobly. “What do you want?” Larry repeats. “Larry, you know we at antihack have a lot of respect for what you’ve accomplished at hackoff. Together with us, you’ve helped build an industry—” “George, we haven’t done shit together. We innovate; you guys copy us. Tell me what the fuck you want or I’m hanging up the phone.” “The Street hasn’t been kind to either of our stocks lately,” says Wrobly. “But it’s been particularly unkind to hackoff. We think it’s time to reopen discussions about a merger.” “We never OPENED discussions. There’s nothing to reopen.” “I think if it hadn’t been for the unfortunate events of 9/11…” “Bullshit,” snaps Larry. “Do you want us to buy you? That what this call is about?” “No, Larry. I don’t think you’re being realistic. I have authorization from my Board to open discussions with you on a friendly acquisition of hackoff by antihack.” “Talk about not being realistic, you asshole. What are you going to use to buy us with? Your overpriced stock? Your borrowed cash that you’re running through? You just want our cash to pay back your fucking debt. You want to steal our equity portfolio.” “We’re prepared to make you President of the combined company,” says Wrobly. “George, there is no way in fucking hell I would work for you. Do you think offering me a job is going to make me sell my company to you assholes?” “Larry, I think you’re making a mistake. The combined company will be very strong and I’m sure you could make a significant contribution to it.” Wrobly seems relieved that Larry has not accepted this part of his offer. He continues: “ If you would rather look for other opportunities after the acquisition, we would be prepared to offer you a substantial settlement in return for help with the transition and a non-compete. Frankly, Larry, if you’ll let me give you some friendly advice…” “George, you are not my friend so stuff the advice. Forget trying to bribe me to sell out the company; it’s not gonna happen. Forget about a friendly acquisition.”
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“Larry, are you saying that you won’t even listen to an offer? I don’t think that’s consistent with your fiduciary responsibility to your shareholders.” “George, who’s in the room with you?” asks Larry. “Just a second, please...” The line goes still as Wrobly mutes the phone. Larry hangs up. In a few minutes, the phone rings again. Larry writes down the caller ID but doesn’t answer. Instead he goes to his computer; enters the URL for www.411.com; and does a reverse lookup of the phone number. The next time the phone rings, the caller ID is the same and Larry answers. “George, you’re in your fucking lawyer’s office. How many lawyers you got standing around listening to our ‘friendly’ call?” “We’re very serious about this, Larry,” says Wrobly. “I do have our corporate counsel with me and representation from our outside firm of—” “George, anyone ever tell you it’s polite to tell someone when you have other people listening in on a call? Anyone ever tell you that it’s especially important when those other people are fucking lawyers and the other party doesn’t have a lawyer present? Anyone ever tell you that?” He hangs up. The phone doesn’t ring again. Larry calls Aaron Smyth and gives him an almost verbatim account of the call with Wrobly. “Can’t fault their timing with our stock under a buck,” says Aaron. “For now we’re okay. You do have a responsibility to listen to offers but there is no way you have to be on a call with attorneys present without having representation of your own. One of the few things no one could sue us for. I’m surprised they fucked up this way.” “I don’t think Wrobly thought I’d figure out there were other people there,” says Larry. “But he kept turning his mouth away from the phone so I knew he was trying to get clues from someone ... asshole.” “Now we’re going to have to hire a takeover firm,” says Aaron. “They’ll be back and we’ll have to deal with them properly.” “What kind of takeover firm?” “A takeover law firm. They’re going to make some kind of offer. We probably won’t like it. We need to be prepared to fight.” “We don’t like it, we just say ‘no’. How many lawyers does it take to say ‘no’?” “It’s a specialty like anything else. We have to have the best legal counsel we can get — and bankers. Maybe Barcourt again.” “We’ve got to pay a BANKER? ” “Millions,” affirms Aaron. “For what?” “For a fairness opinion, at least. At most, we want to look around and see if there are other offers. We have to do what’s right for the shareholders. More important, we have to APPEAR to do what’s right for the shareholders.” “It’s not right to spend millions of dollars of their money just because an asshole like George Wrobly calls me up and tries to bribe me in an effort to steal my company. They’ll call back; you’ll be on the phone. We’ll listen to their offer; take notes’ then say ‘no fucking way’. Don’t need to pay a banker and
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lawyers to do that. Don’t want to have a banker out looking for other people that want to steal the company at this price either.” “Larry,” says Aaron, “it sucks but that’s what we’re going to have to do. Also we’ve got to have a Board meeting right away. You need to give the Board a heads-up on what happened tonight.” “Right. We do need to talk to the Board. Hope those pussies have some balls. This is gonna be a fight. Okay if we wait ‘til morning? It’s after ten.” “I think you ought to try to get to them now,” says Aaron. “At least it’s got to be clear that you tried. Wrobly and his lawyers gave you a little breathing room by fucking up but they’ll be back. Better we use the time as best we can and be prepared for them.” “Okay... I’m saying ‘okay’ to calling the Board and trying to set up a meeting as soon as we can. I’m not okay with extra lawyers and hiring bankers and all that crap. But you better be prepared to discuss it all with the Board. I’m going to try to get us set up for eleven tonight, or twelve. Can you do that?” “Not much choice,” says Aaron. Larry’s next call is to Donna. Again, he describes the call with Wrobly. “Can’t fault their timing with our stock under a buck,” says Donna. “Maybe we have to consider it.” “WHAT?” Larry shouts. “Why the fuck would we merge with those assholes?” “Because we’d own the industry. We’d be the only serious source for anti-hacker protection. Because we’re not making it on our own, Larry, face it. You want to do more quarterly webcasts like the one we did last week?” “Bullshit. Monitored Service is gonna work. The portfolio will regain value. This is the bottom. That’s not the time to give up.” “Larry, look, you’ve done a great job so far, but the market’s turned against us. In hindsight, maybe so much reliance on equity wasn’t a good idea. We’re late getting Monitored Service out and it will be a long, tough road to make it successful. That’s all a lot easier if we’re not competing with antihack anymore, if we have their customers AND ours to sell Monitored Service to. Think about it.” “Donna, you think about it. You think a company’s gonna work with George Wrobly running it? That pussy couldn’t find his way out of a paper bag. Over my dead body!” “Is that your problem, Larry? Is it all about ego? All about you won’t be the chairman and CEO of the new company? Is that what’s bothering you? Look, from what you told me about Wrobly’s call you can be in or you can be out with a big settlement. Either way, you’re a big stockholder. The new company wins, you win too.” “The new company isn’t going to do shit with Wrobly as CEO,” says Larry. “It isn’t about me. Shit, I don’t care if I retire and go mushroom hunting for the rest of my life or take the money and start another new company. But Wrobly can’t run this one. He’s not up to it. And I’m not gonna get bribed to leave and have him fuck up everything I’ve … we’ve done.”
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“Lar, this shouldn’t be personal. It’s not about us. It’s about knowing when to hold ‘em and knowing when to fold ‘em. This may be the best time to get out. We’ve got to listen.” “I’m setting up a Board call for eleven,” says Larry coldly. “I thought you’d be on the right side on this but, either way, I fight. And it starts with the Board. Can you make eleven? It’ll be on my conference bridge.” Call-waiting chirps on Donna’s phone. “Just a second, Lar, I’ve got another call.” The other caller is George Wrobly. Donna tells him she’ll get back to him in ten minutes, then tells Larry: “Can’t do eleven, Lar, I’m sorry.” “What do you mean you can’t do eleven? This is such a great opportunity we have to listen to that asshole Wrobly and now you don’t have time for a Board call?” “I can’t do eleven, Larry. What about eleven-thirty? Twelve? Tomorrow morning?” “Twelve. I’ll get back to you if the others can’t make it.” He hangs up without waiting for an answer. Donna goes into the bedroom and wakes her husband. “Francis,” she says, “this may be the opportunity we’ve been waiting for.” She tells him about Wrobly’s call to Larry; Larry’s call to her; and the call she received from Wrobly. “But Larry’s right, Wrobly is a ‘pussy’ and he can’t run the combined company, at least for long.” “And that’s the opportunity you see, babe?” “That’s the opportunity. I assume Wrobly’ll offer me the CFO slot. He’s got some jerk in there now. But then how do we move Wrobly out so I can take over before he wrecks the whole thing? Merging the companies’ll be tough. He doesn’t have the balls for it; he could fuck it up.” “He have the hots for you?” “No. No interest as far as I can tell.” “Could he?” “I don’t think so. I don’t think that’s his weakness.” “Even you?” “Francis, I’m being realistic, not modest. I don’t think that’s how we get rid of Wrobly.” “Is he gay?” “Don’t think so. I think he just isn’t much below the belt. He’s a glad hander, a lightweight; and I don’t think he cares much about sticking his cock anywhere.” “It’s a gamble, babe,” says Francis. “You could end up working for the jerk for too long and the company goes down the tubes. Other hand, he’s as weak as you say he is, we ought to be able to figure out something. You got to make sure you have plenty of exposure to the Board. You’ve got to have a Board seat like you have at hackoff so they know you when the time comes. Thing to do now is listen hard to what he’s about to offer you.” “Otherwise I’m stuck with Larry... He was a good founder. He sucks now. Gotta look at making a move.”
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“You record the call,” says Francis. “And you assume he’s recording the call, too. Probably has someone else listening, telling him what to say, just like he did on the call with Larry. So you don’t say anything you don’t want recorded. Let him talk... Good luck.” “This is a very irregular call,” says Donna to Wrobly a few minutes later. “I’m returning it only because I have a duty to my stockholders to listen to whatever it is that you might want to say.” “Right,” says Wrobly. “I assume that our friend Larry told you about the call he and I had.” “I’m certainly not going to discuss any communications I had with my CEO." “Right,” says Wrobly again. “Well, in case you don’t know, we’re interested in making an offer for hackoff.” “Have you made an offer?” Donna asks. “Not officially. My conversation with Larry didn’t get that far.” “Are you going to?” “We’d like it to be friendly. We think that’s better all around.” “Of course,” says Donna. “What did you want to talk to me about?” “When we put the companies together,” says Wrobly, “it’s important that we get the best person into each slot in the combined company, regardless of which company they came from originally.” “Of course,” says Donna. “And people we don’t have slots for, it’s important that we treat them well. It’s important that we be fair. We don’t want there to be any losers, just winners.” “Of course,” Donna says again. “So, for example,” says Wrobly, “let’s take Dom Montain. We’d want him to be the CTO of the combined company. Do you think he’d consider that position?” “I agree that he’d be the right person. He has lots of offers, lots of opportunities. He also has a lot of stock he never sold that he’s pretty bitter about and he has lots of options that are way underwater. I think we’d … you’d have to find a way to make him feel that he’s going to get whole. He also needs to feel very appreciated. If he doesn’t think he’s respected, he’s outta here no matter how many dollars or options you throw at him.” “That’s just the kind of input I was hoping for, Donna. I think you can be a huge help during a transition. You know the company; you helped build it. You know the players. I’m sure they all respect you.” “And?” “And it’s very important that we have your full cooperation during a transition.” Donna is silent. “For that reason, we’re prepared to offer you a very generous package contingent only on your cooperation during the transition and, of course, a non-compete.”
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“You see whats-his-name — Marvin — staying on as your CFO?” asks Donna in a choked voice. “Well, of course,” says Wrobly, “just as I’ll stay on as CEO. But we are prepared to…” “What about…” Donna looks up to see Francis, who has been listening, signaling her to silence. “What about what?” “Nothing. Go ahead.” “Well, I think that’s about it. I mean it’s too soon to be specific but I just wanted you to know our intent, that we intend to treat you very fairly and very well. You could come out of this a very rich lady.” “I think you’re trying to bribe me,” says Donna. “I think you’re trying to buy me off in an improper way. My opinion on your offer, if we ever see your offer, will be based purely on the interests of the hackoff shareholders, not on some special deal you offer me. This call is improper. I listened to it because I thought my duty to shareholders requires that. But I am not going to be bribed.” She hangs up. Donna looks aged. Her cheeks implode slightly, her shoulders hunch. “You were great, babe,” says Francis. “You almost lost it for a minute but you were great.” He hugs her and she responds slightly, then pulls away. “I don’t fucking believe it — Marvin for CFO. Maybe the fucker IS gay. Marvin might make a good controller; he can count. Ever hear him on a quarterly call? Ever shake his hand? I could’ve made this work. I don’t believe it.” “Maybe you threaten him, babe. Maybe you’re too sexy; for sure, you’re too smart. Guys like him, they get spooked easy. Maybe he senses you’d have his job in six months.” “I mean I’m still stuck with Larry,” says Donna. “You have me. We’ll figure a way to make things happen. We’ve figured things out up to now. We’re a great team and the beauty is no one knows it.” He hugs her again. “Sometimes I believe that,” says Donna. “Sometimes I do.” She rubs the back of his neck. “Why don’t you take one of those magic purple pills? That way when I get off the Board call, you’ll be ready.” “For you, anything,” says Francis. # At midnight, Board members Joseph Windaw and Joanne Ankers join Larry, Donna, and Aaron on a conference call. Franklin Adams was unreachable. Larry describes his call with George Wrobly, only slightly downplaying the heat of his own reaction. “Comments?” “Obviously,” says Joanne, “we have to listen to what they have to say. This is not a good time for the company. A combination may well make sense.”
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“This combination doesn’t make a whole lot of sense,” argues Larry. “Not to me. Wrobly’ll run the combined company into the ground. And the company’s not doing that badly. The market is doing badly. That’s a very different thing. We’re responding. Our new service will be a big help. This isn’t the time to fold.” “Can’t fault their timing with our stock under a buck,” says Joe Windaw. “Frankly, though, I don’t like the way Wrobly approached you. I think it was insulting. I don’t think it speaks well of him. But we are still going to have to listen. Aaron, what do you think’ll happen next?” “I think there’s a good chance they’ll try a bear hug,” says Aaron. “I think we may see a letter in the morning with a specific offer in it plus a deadline for responding. They’ll know that we have to make something that specific public. We can’t just quietly turn it down. They won’t want to go hostile so that will be their attempt to force us into ‘friendly’ negotiations.” “Friendly, my ass,” says Larry. “I don’t get ‘forced’ into anything and then call it ‘friendly’. If they want to fight, we should fight. There’s nothing fucking friendly about this.” “Larry, it’s not about you,” says Joanne. “It’s about what’s best for the shareholders. Under the right circumstances, Big Router would be in favor of a sale of the company.” “Joanne,” says Donna, tartly, “when we’re meeting as a Board, you don’t represent Big Router; you represent the interests of all the shareholders. I hope you remember that.” “I resent that. I am perfectly well aware of my fiduciary responsibilities. I want to remind you, however, that Big Router does not have a fiduciary responsibility to anyone when it votes its shares. It can and will do that in its own best interest — in the interests of the shareholders of Big Router. We are also free to sell our shares—” “At the moment,” says Aaron, “I think I should point out that we are all in possession of material insider information and are likely to be in that state through any negotiation. We are not free to trade the stock or cause others to do so.” “I KNOW that,” says Joanne. Her teeth are clearly clenched. “IT IS NOT in the INTEREST of ANYONE to entrench hackoff management — except maybe management itself.” “Let’s all calm down,” says Joe. “It’s late and this discussion isn’t fun for anyone. I’ve been through more of them on both sides than I care to remember. Aaron, assuming you’re right that they’ll try a bear hug — and I would bet they are, ‘cause it’s what I’d do — assuming you’re right, what’s our next move going to have to be?” “Well, I’ve already discussed it some with Larry. We’re going to need to engage special takeover counsel and we’ll need bankers to evaluate the proposal and give us an opinion…” “I have a problem with that,” says Larry. “Okay, look, if they make a reasonable proposal, if they were to offer five dollars a share, for example, sure we’d have to look at it. And we probably need to pay bankers a couple of million
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dollars to look at it, too, just to cover our asses. I understand that. But that’s not gonna happen. What’s gonna happen is they’re gonna make some ridiculous low-ball bid to try to take us out now when we’re weak. We even LOOK like we’re considering it; we hire bankers to look at it and all that bullshit; it looks like they’re in the ballpark and either they get us cheap or someone else does. I say when we get their bullshit offer we say in the right legal language: ‘Bullshit. That offer is crap. End of story.’ If it turns out I’m wrong, if they make a real offer, fine; we look at it. But that isn’t gonna happen. Anyone wanna bet?” “How do we know what’s a reasonable offer?” asks Aaron rhetorically. “I mean in a legal sense. Sure, if they offer us less than we’re trading for, we could probably claim that the market has set a price for us and they’re below it. Even then, there may be some case law the other way. But the argument cuts both ways. If they offer us more than we’re trading for, how does the Board justify turning it down out-of-hand? If a banker says it’s too little; that’s one thing and we can act on that. We get sued anyway, but it’s probably not too bad. But just on our own, how do we justify saying ‘no’ and not even being open to negotiation? I think that’s a dangerous path.” “So,” says Joanne, “we’re going to be negotiating with them no matter what, so I think management needs to be realistic about that.” “Wrobly called me, too,” says Donna. “What?” Larry shouts. “WHAT? Why didn’t you say anything?” “He called me after you called me.” “Why didn’t you say anything now? You—” “I didn’t get a chance, Lar. You were telling the story. But I think before we go rushing off negotiating with these guys everyone needs to understand, the Board needs to understand, that they have not been acting properly. The call to you was marginal; the call to me was completely out of line.” “Why did you talk to him?” Larry demands. “I didn’t know what he was going to say. I had to listen to find out what he was going to say. I also feel I have a responsibility to shareholders to go the extra mile to listen. And, if we decide to fight, then anything I learn is helpful.” “What did he say?” asks Larry. “He tried to bribe me. He offered me a big package if I would ‘cooperate with the transition’ and sign a non-compete.” “Why’s that a bribe?” asks Joanne. “Did he say this was in return for your vote as a Board member?” “No,” says Donna. “Not in those words. He didn’t have to. It was very clear what his intent was. There would be no transition to cooperate with if the Board votes his offer down.” “I don’t think that sounds like a bribe,” says Joanne. “Contacting Donna directly at this point was in very poor taste,” says Joe. “It was at least that. Donna, did he offer you the position of CFO of the combined company? A raise? More options?”
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“He just talked about transition,” says Donna. “I think he was waiting for me to ask for that, frankly, but I wasn’t about to initiate that sort of discussion or even continue the discussion once it was clear he was trying to bribe me.” “I still don’t think it’s clear,” insists Joanne. “Aaron,” says Larry, “this guy makes a couple of improper calls. He calls me with lawyers on the line; doesn’t tell me. Then he calls Donna; offers her a bribe or comes very close. Just think about it, doesn’t that give us some room when we respond? Any reason we can’t make public what an asshole he is; how he’s trying to bribe management not to work in the best interest of the shareholders?” “Do we have any evidence for this?” asks Aaron. “I taped the call,” says Donna. “Thought it might be a good idea.” “I’ll listen to the tape if that’s okay,” says Aaron. “See how helpful it is.” Aaron advises the Board that, after they receive a formal letter with an offer, they will only be able to keep it confidential for a limited period of time. Relevant security law requires them to report significant events but does allow some latitude for the need to negotiate in private. Specifically, he tells them, if they are engaged in serious discussions and the results are not known because, for example, terms have not been agreed, they are probably safe in not making a public disclosure. However, if word should leak out of their discussions or if they have any good reason to think word is going to leak out, then they will be obliged to disclose them promptly. Likewise, he tells them, if a definite offer is made and they reject it, they must almost assuredly have to reveal the offer, their rejection of it, and — most dangerous from a potential litigation point of view, their reasoning in rejecting it. This is why, he tells them, they need to hire both an outside counsel skilled in takeovers AND a banking firm to give them an independent view of the value of the company and thus a defensible reason for rejecting an offer. After a long argument, Larry agrees to engage outside counsel first thing in the morning. His exhausted Board of Directors agrees not to require him to begin the process of engaging an investment banker unless and until they actually receive an offer. Larry holds out the possibility that an offer will be so patently absurd that they can simply reject it out-of-hand and eliminate the need to hire a banker. Joanne strongly disagrees. Joe weakly disagrees. Donna points out that, in any case, they really don’t have to make a decision until they see what they receive from antihack. So they decide not to decide on whether to engage a banker until they receive something from antihack and until they consult the takeover lawyer Aaron will hire in the morning. “Is my tape of what Wrobly said enough to stop them?” Donna asks Francis as she prepares to join him in bed. It is 1:30 AM. “Probably not. I’d win a case against you in a New York minute if you don’t at least listen to them, even with the tape. Aaron’s right that it might buy you some time, though.” “Actually, it was Larry who said that.”
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“He a lawyer now, too? Anyway, you don’t listen, you don’t have a good reason for turning them down, you get your ass sued.” “You going to sue my ass again?” asks Donna softly. “Not what I had in mind to do with it.” “You take your purple pill?” She pulls back the covers. “Oh yes you did. That’s huge. How long’ve you had that?” “About an hour waiting for you to get off the phone. I’m gonna be a wreck for my client meeting in the morning.” “This one of those four hour or more jobs they talk about in the ads?” asks Donna, wrapping her hand around his extremely stiff prick. “You know if you have one of these for more than four hours we’re supposed to take you to the hospital, make sure you get treatment. What shall we do with him?” She is naked now and rubs his prick between her breasts. “Can we make him even bigger?” “He’ll burst. You want him to blow up all over you or in you?” “Oh, definitely in.” She straddles him. “The other way,” he says. She turns around facing his toes and places the tip of his prick at the entrance to her cunt. “I said the other way,” he says. “Ouch,” she says. “That’ll hurt. I want him in here.” She lowers herself onto him. He lies very still. His long body is thin, almost emaciated. He has straggly pubic hair, a few hairs on his chest and his armpits, no other body hair visible. “I’ll make you a deal,” she tells Francis. “He comes in here like a good boy and I’ll probably be so excited, he stays stiff, you can put him anywhere you want. Do whatever you want with him for the next three hours until we have to take him to the hospital, get him reduced.” “We should be so lucky,” he says but thrusts upward. ### February 25, 2002 Mr. Lawrance Lazard Chairman and CEO hackoff.com, Inc. 65 Broad Street New York, NY 10004 Dear Mr. Lazard: The Board of Directors of antihack, Inc. have authorized me to approach you in your role as Chairman of the hackoff.com Board of Directors in order to propose the acquisition of hackoff.com by antihack, Inc. The Directors have authorized me to
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extend a conditional proposal to tender for hackoff.com common stock in an exchange for common stock of antihack which will be issued for this purpose. The proposed exchange ratio is one share of antihack stock for each 2.5 shares of hackoff.com. As you are aware, valued at the close of the NASDAQ yesterday, this represents a premium of 25% for holders of hackoff.com common stock. At the completion of this transaction, we anticipate that former holders of antihack common will own 70% of the combined company and former hackoff holders will own 30%. This ratio was calculated based on our best knowledge of the number of hackoff shares outstanding from your most recent public filing. This proposal is not binding on antihack at this time but is extended in sincerity to advance a combination which we believe is in the best interests of the shareholders of both companies. This proposal is conditioned on several factors some of which, without limitation, are: acceptance of this ratio as a basis for more detailed discussions by the hackoff.com board no later than midnight February 27, 2002 including a 30-day “no shop” provision; a timely definitive agreement approved by the boards of both companies; favorable fairness opinions rendered by qualified investment bankers for both firms; successfully obtaining all regulatory approvals including, without limitation, Hart-Scott-Rodino; successful completion of due diligence by antihack and its agents; the receipt of various warrants and representations from hackoff officers the exact content and form of such warrants and representations to be specified later; approval by the Securities and Exchange Commission of an appropriate proxy to be distributed to shareholders of both corporations; agreement by NASDAQ that the shares of antihack as the surviving corporation will continue to be listed by and traded on that exchange; favorable votes as required by applicable Delaware law by the shareholders of both corporations; such other conditions as are usual and customary in transactions of this sort. The Board of Directors of antihack, Inc. reserve the right to withdraw this proposal at any time with or without cause. Larry, I sincerely hope that you and your Board will respond to this proposal in the constructive spirit in which it is offered. I and my Board believe that a combination of hackoff and antihack will be favorably viewed by both financial markets and customers. We believe that there are substantial synergies possible in such a combination and that
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the combined entity will have an enhanced ability to compete in a very competitive market segment. We have kept knowledge of this proposal to a very small circle of people with a need to know. It is our hope that you will do the same until we are able, within the next couple of days, to make a positive joint announcement. At that point, we will be able to allay some of the natural concerns that employees of both companies may have and make clear to customers that this combination is very much in their interest. Of course, whatever the outcome, we believe that this proposal is significant material information that will need to be publicly disclosed in the near future in a way fully compliant with Regulation FD and other relevant laws and regulations. If you and your Board have any questions about this proposal which would be helpful to you in reaching what we hope will be a favorable decision, please do not hesitate to contact me either at the antihack offices, at my home (914.555.6980), or on my mobile phone (917.555.4756). I will be available to you at any time night or day. Yours very truly, George Wrobly Chairman and CEO ### William Smothers of Arthur Williston Smothers (the ‘Smothers’ in the firm’s name is his uncle Howard) is the high-priced takeover lawyer Aaron Smyth has engaged as instructed by the hackoff.com Board of Directors. It is now 2:30 PM on February 25. The letter from antihack was received at 10:00 AM. Smothers has studied it and is now advising the hackoff Board in a conference call from his midtown office. Larry, Donna, and Aaron are in Larry’s office at hackoff in lower Manhattan. Joseph Windaw, Franklin Adams, and Joanne Ankers have called in from Chicago, Bangalore, and San Jose respectively. “This is what is called a bear hug,” says Smothers. “You told us that was coming last night,” says Larry to Aaron in an aside that cannot be heard on the conference call. “We gotta pay this guy to tell us what we already know?” “Shhh,” says Donna to him and puts her finger on his lips. “We pay him, Lar, we might as well listen to him.” “antihack’s attorneys know that, even if you dismiss their proposal out-of-hand, you will need to make the substance of it public. They’ve even made sure you are aware of this by pointing it out in the final sentence of the penultimate paragraph. This is, I would like to say, only one of a number of rather clumsy ... er … inappropriate phrasings in this letter. I see that they are
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represented by Zinger Sweetly. They are a respectable firm but not highlyregarded. “However, we are under no immediate pressure to make this public even under an extreme reading of SEC regulations and guidance. It is not a binding proposal; they clearly anticipate your need to discuss it. A reasonable person — and the test is ‘what would a reasonable person expect?’ — a reasonable person would expect that this is meant only as a starting point for negotiation and is in no way a best and final offer. They have spelled out a number of customary conditions but they have also taken pains to say that the proposal is not binding on them even should all the conditions be met. Although they haven’t—” “How long do we have before we have to make something public?” Larry interrupts. “Well,” Smothers begins, “if we were to accept—” “Forget that,” says Larry. “If we tell them to go fuck themselves, then when do we have to tell people they sent this garbage and we sent it back?” “It is very important,” says Smothers, “that the minutes show that the Board was properly deliberative in responding to this proposal. It would not do to be hasty or to give the appearance of being hasty.” “Yeah,” says Larry, “with all due deliberation, we’ll tell them to go fuck themselves. Then how long do we have to get a press release out?” “I think we’re putting the cart before the horse,” says Joanne. “I think it may be in the best interests of the shareholders to consider this offer carefully. The stock is currently at eighty cents and has been lower today.” “It is important to realize,” says Smothers, “that this is actually not an ‘offer’. They have been careful to say it is a ‘conditional proposal’. You could accept their terms and they could renege. The Board also wants to be careful not to appear to be hasty in accepting something which, in form at least, is very one-sided.” “Surely we could respond to their proposal with a proposal of our own that better protects our shareholders,” says Joanne. “Now who’s putting the cart before the horse?” demands Larry loudly. “Joanne, this offer or proposal or whatever the f… whatever the hell it is, it is totally out of line. The price sucks. And it is in antihack stock, which sucks. And it is from antihack, which sucks. You’re already talking about terms and conditions. There don’t need to be any terms and conditions when we turn this down.” “Who says we’re going to turn this down?” asks Joanne. “Actually,” says Franklin Adams, “I agree with Larry on this. It’s not a good price. It’s not an appealing offer — even ignoring the fact that it isn’t an offer at all. It is certainly not the place we would want to start a negotiation.” “I’m surprised you’re siding with Larry on this,” says Joanne. “I think management is being very closed-minded. That often happens when—” “Joanne,” interrupts Franklin, “are you under a lot of pressure at Big Router to get out of this position?”
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“I … no … I … It is my responsibility to act on behalf of all shareholders,” says Joanne. “I am not acting as a representative of Big Router and I resent—” “I’m sorry, Joanne,” says Franklin. “It’s the middle of the night, actually almost morning over here in Bangalore. You’ll have to forgive me if I’m a little confrontational. This is not a good offer. Even if we want to sell to antihack — understand that, at the right price, I’d sell to the devil — even if we want to sell to antihack, we don’t start with this proposal. We don’t bargain on the basis of this proposal. We DO send the garbage back — after due consideration, of course. I think that is what Larry is getting at.” “Thank you,” says Larry. “That IS what I’m getting at. At this point the only question is how we send it back and how we announce that we got it and sent it back. And we have to wrap it up all nice so we don’t get a bunch of shareholder suits—” “I’m not sure I agree,” interrupts Joanne. “I’m not sure at all.” “Okay,” says Larry. “It’s time to find out where we stand. I’d like to get a sense of the Board right now before we go any further on whether the Board wants to give this crap serious consideration or whether you are with me on refusing to enter any negotiation with anyone at such a piss-poor starting point.” “I don’t think it would be wise for the minutes to show a Board vote prior to more discussion,” says Aaron. “I concur with my colleague,” says Smothers. “That would not be prudent.” “Okay,” says Larry. “God forbid that we’re not ‘prudent’. I’d like to get a ‘sense of the Board’ doesn’t belong in the minutes. But, before I get that, let me tell you where I stand so there won’t be any mistakes. If this Board wants to open negotiations of any kind on the basis of this piece of shit we have here from George, then I resign immediately. Here and now. I will not vote for any such deal as a shareholder. I will oppose it. The first stockholder suit you get will be from me.” Donna and Aaron watch him put his gun to his head and smile. Larry begins with Franklin. “Franklin, what do you want to do?” “I’d accept your resignation in a minute if that’s what it took to make a good deal,” says Franklin. “But, as I said, this isn’t where we want to start.” “Joanne?” “I believe that this is a serious offer and needs to be responded to seriously. I cannot be deterred by threats.” “Joe?” “Larry, I don’t appreciate threats either. But I agree with my colleague Franklin that this is not an appropriate place to start negotiations. We will have to consider what sorts of offers we WILL entertain. But I think this should be rejected out-of-hand for both strategic and tactical reasons.” “Thank you,” says Larry. “Donna?” “You kidding? We gotta give this due consideration.” “You, too?” demands Larry. “After he tried to bribe you. After…”
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“Larry, let me finish,” says Donna. “As I said, we gotta give this due consideration; should take us about five minutes or so. Then tell George to shove it up his ass.” Larry puts the gun back on his side table. “This discussion is not in the minutes,” says Aaron. “Shall we begin our deliberation?” The “due consideration” actually takes the better part of half-an-hour. Except for Joanne, no one takes the proposed price seriously. However, since it is higher than the price hackoff.com is trading at, there is a question, according to both Aaron and Smothers, of how they can justify turning it down without a counter. If they had the opinion of an investment banker, the lawyers say, then they would be justified in relying on that opinion. All except Larry agree that they should get such an opinion to buttress their case. Larry reluctantly agrees to contact investment bankers and engage one. But this doesn’t solve their immediate problem of the two day deadline to respond and the fact that they all (except Joanne) feel that it is important to say “no” emphatically. In the end, Donna comes up with a solution which satisfies everyone (except Joanne). She proposes turning the preemptory deadline to advantage. Obviously the deadline is too short to say “yes” responsibly just as it is too short to say “no”. By saying “yes”, the Board would agree to a “no shop” — it would not be able to solicit bids. Nor would there be time to get the “expert” opinion of bankers. Therefore, the proposal is not serious since the Board cannot respond responsibly in accord with its fiduciary duty to shareholders. They will say “no” because it would be irresponsible to say “yes” under the terms proposed. The lawyers tweak this some: they can say they regard the price as absurdly low. It is scarcely higher than the value of the assets including cash on hackoff’s books. Therefore it values hackoff’s ongoing business, patents, brand and customers at essentially nothing. They can come close to saying that antihack is trying to steal the company but they can’t use that word, of course. They can say, and should say, that the are engaging investment bankers to “explore strategic options”. In fact, saying this means they are “in play”, a candidate for takeover. That, by itself, should make hackoff’s stock go up. The Street often punishes potential acquirers on the theory that they will eventually overpay so antihack’s stock may go down as well. With a little luck, everyone (except Joanne) agrees that the price of the two stocks may instantly move so much in relation to each other that the antihack bid will end up being worth less than the new value for hackoff set by the stock market. If this happens, the hackoff Board will be well-insulated from shareholder suits based on their rejection of the offer. “So,” says Larry, “we just stall some on engaging the investment bankers. Then the stock moves; we don’t have to pay a couple of million dollars to know that if they are offering to buy us for less than the stock price, they are ripping off our stockholders.”
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“Doesn’t work, Larry,” says Franklin. “I’ve been there before. Once we announce we’re going to hire investment bankers, we gotta do it. We change our minds, we decide we’re not in play, then the stock goes down lower than it was before and we’re all in trouble. What’s more, you gotta realize that we’re putting the company in play. I know this is hard for you, but the company may really get sold. Maybe antihack offers a fair price. Maybe somebody else does. And maybe the company gets sold. If it doesn’t, the stock goes back down and doesn’t come up until you guys show some solid results and maybe not even then, unless the market recovers. “I agreed with you today that we don’t start any negotiations at this low-ball price,” Franklin continues. “But remember I told you I’d sell the company to the devil at the right price. And that includes antihack. It’s just about money, Larry, nothing else.” “I appreciate you being straight, Franklin,” says Larry. “And I agree it’s just about the money. This isn’t about my ego. But there is no amount of antihack stock that can buy hackoff because that stock isn’t worth shit. If antihack was paying cash — if they had cash — for sure, we got to consider that. Cash is cash. But we’d never be able to sell antihack stock — I mean our shareholders wouldn’t be able to sell it fast enough to get their money out.” “That’s why we need the investment bankers,” Joe chimes in. “If they say that a stock offer from antihack is not in the best interest of hackoff shareholders, then it’s easy for us to turn it down. I’m not sure I’m eager to have a lot of antihack stock, to tell you the truth. I’m not happy with how much hackoff stock I have, as a matter of fact. If we could get a cash offer or get bought out with stock we can sell like Microsoft or Oracle or somebody, maybe that’s the best outcome.” “Thanks for the vote of confidence,” says Larry. “Larry, don’t take any of this personally,” says Joe. “It’s just about—” “The money, I know. That’s why we’re here. Let’s get going. My plan is to put out a press release immediately following this meeting saying that we got this ridiculous low-ball not-fair-to-our-stockholders offer from the assholes at antihack who are trying to steal the valuable assets which of course belong to our shareholders. Our fearless Board of Directors has met and, after due deliberation, decided that agreeing to robbery one is not in the interest of the shareholders and so has told antihack to stuff its proposal — which wasn’t binding to begin with and (did I mention) isn’t in the interest of the shareholders — which (we should mention) is the only concern of this fearless Board. “Furthermore, having lost confidence in the ability of management to recover single-handedly from the stock market crash of 2000-2001, the Board has decided to put the company in play to see if anyone will take this turkey off their hands. To that end the Board has instructed this same incompetent management to pay a small fortune to an investment bank that will explore strategic alternatives, whatever the fuck those are. Should these bankers actually succeed in discovering any such alternatives and should a transaction
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take place with said discovered alternatives, said bankers will extract another fee.” “Larry, that isn’t exactly—” Joe begins. “You’ve got it Larry,” Franklin interrupts. “But don’t forget to add that we love you and you have done a great job so far. Actually, that’s true. And, if the best alternative turns out to be to go it alone for a while, you’re still our man. And Donna’s still our woman. Now can I get some sleep?” “I’m sorry to interrupt,” says Smothers, “but there is the matter of the letter back to anithack. I’m assuming that you’ll want to inform them before putting out a press release. I also assume that the actual—” “Is there some legal requirement that we inform them before putting out a press release?” asks Larry. “No,” says Smothers, “there isn’t. It is customary and it would be gesture of good will.” “So not warning them would be a gesture of bad will?” Larry asks. “I would say so.” “Sounds good to me,” says Larry. “I’m not at all sure we want to offend antihack in this way,” says Joanne. “I am going to have to get some sleep,” says Franklin. “I’m dropping off the call. I don’t know that the Board has to be involved in what order we do what. We duly considered and made our decision. But, if you need to make any more decisions, Joe’s got my proxy. Good night, all.” “Believe it or not,” says Larry, “I have a reason for wanting to get the release out first besides sticking it to Georgie boy…” “We cannot be vindictive,” says Joanne. “We must be business-like.” “Of course,” says Larry. “That’s what I was saying. If we write back to antihack in a polite way and say ‘we are going to reject your most kind proposal, honored sirs’, they get to make the next move and decide how they want to spin the story. They probably have a canned press release ready. Unless they’re even stupider than I think they are, they can’t believe we were going to accept this proposal. So far they’ve been forcing the pace. With hindsight, since we’re putting ourselves in play, we should have done it as soon as Georgie called me and Donna and not even let them get their offer off. But we didn’t. So now we need to regain the initiative. Catching them flat-footed with our announcement is a good way to do that.” “But if we’re later in negotiation with them…” Joanne starts to ask. “In that very unlikely event,” says Larry, “you are as likely to be leading the negotiations as I am because I’m probably long gone. But, should you be in that position, you’ll be glad we started tough. They aren’t bidding for us to do us a favor; they aren’t bidding for us because they’re nice guys or because we’re nice guys. They’re bidding for us because their business sucks and because our stock sucks and they think our software and our customers and our cash are the way out of a hole they dug for themselves. They’ll come back like a puppy dog if they see the chance and it won’t matter to them any more than it matters to the puppy dog that we gave them a lick in the chops.” “I don’t—” Joanne says.
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“Joanne,” Joe says, “I think we should let management take the lead here. We’ve done our job by considering this proposal and determining that it is not currently what is in the best interests of our shareholders. We have set the stage for determining exactly what our strategic options are. I think we can responsibly let management take it from here. I’m not sure I would personally proceed with as much hostility as Larry seems to be prepared to do; but we are responding to a bear hug, and I am willing to allow some latitude for those on the front line.” After the call, Donna and Larry are alone in Larry’s office. “Larry,” Donna says. “I just want you to know I’m with you.” She hugs him chastely, pelvis back. “Good,” says Larry. “It means a lot to me.” He pats her ass as she leaves. hackoff stock closes at an all time low of seventy-five cents. The hackoff press release is timed to hit the wire thirty minutes after the market closes. ### Media Contact: Eve Gross Chief Marketing Officer 212 555 1000 [email protected] For Immediate Release HACKOFF CONSIDERING STRATEGIC ALTERNATIVES BOARD REJECTS “NON-BINDING” PROPOSAL FROM ANTIHACK, INC. New York, NY -- February 25, 2002 – (BUSINESS WIRE) hackoff.com (NASDAQ:HOFC) announced today that the company intends to engage an investment banker to explore strategic alternatives. In a separate action, the hackoff.com Board of Directors considered and rejected an unsolicited and non-binding proposal from antihack, Inc. (NASDAQ:ANTI). “Although we believe our core business is strong and getting stronger,” said hackoff Chairman and CEO Larry Lazard, “there have been significant changes in both the stock market and the e-commerce ecosystem in which we operate. The fact that we have cash and no debt gives us many options for the future. We feel it is in the interest of our shareholders to explore these options fully and to engage a qualified investment banking firm to help us do so. Options to be examined include continuing independently, different ways of leveraging the equities in our portfolio, or some sort of combination with another company.”
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This morning the company received an unsolicited proposal from antihack, Inc., which that company characterized as non-binding. The proposal insisted that the hackoff Board agree within two days to an exchange ratio of one antihack share for each 2.5 shares of hackoff and also agree not to seek other possible combinations for the company. The hackoff Board does not believe this is a fair price for the company. Although it is a nominal premium over Friday’s closing price, it is actually at a discount to the value of hackoff determined by looking at the prior five days stock market prices. Moreover, this proposed price attributes almost no value to hackoff’s ongoing business, patent portfolio, brand name, or customer base. Under this proposal, hackoff shareholders would own 30% of the combined company according to calculations made by antihack. The hackoff Board of Directors have acted firmly in rejecting this proposal which would have hampered the Board’s ability to achieve the best results for shareholders. Moreover, the Board was cognizant of the fact that acceptance of this proposal would have been binding on the hackoff Board under certain circumstances, but that antihack, itself, would not be similarly obligated to pursue the transaction. The Board has made clear that it will consider proper proposals in the context of the planned work with an investment banking firm as described above.
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After interviewing several banking firms, hackoff.com engages Barcourt & Brotherson both to give them an opinion on a fair value for the company and to “help them explore strategic options”. Although Larry insists that strategic options include the possibility of hackoff acquiring a company that would bolster its competitive position, none of the banking firms they talk to encourage this. They point out that hackoff stock is not worth much and that it needs what cash it has. Larry insists that the press release announcing the retention of Barcourt include this possibility and so it does. Rachel Roth, the banker who led the team accompanying Larry and Donna on the roadshow for hackoff’s secondary offering, has been promoted once more and is the senior banker leading the team that will help hackoff manage the strategic alternatives process. She and a junior colleague, Grant Maxim, come to hackoff for a kickoff meeting with Larry and Donna. At the last minute, Larry decides to invite Dom Montain to the meeting as well. Rachel is more full-figured, is dressed more expensively, and wears higher heels than during the secondary. She has a more commanding presence and speaks with more confidence. “We find it helpful first to put together a list of everyone — no matter how far-fetched — who might buy the company. Now that word is out that hackoff is in play, some offers will probably come in over the transom….” “Yeah,” says Larry. “Actually, we heard from a couple of companies including Microsoft.” “That’s good,” says Rachel. “That shows there is interest out there…” “I told them they’re overpriced; we don’t want to buy them,” Larry adds. There is silence until everyone realizes that this is a joke. “I’m glad you’ve got a positive attitude, Larry; that’s important,” says Rachel. “Anyway, we don’t want to rely on just what comes in over the transom. Though you’d think everyone who should be interested would know about the opportunity and come out of the woodwork on their own, our experience—” “Rachel, how many of these ‘strategic alternative’ exercises have you done?” asks Donna. “Well, Donna, as you know, Barcourt has done more M&A work in the last year than any other bank except, of course—” “I know what Barcourt has done,” Donna interrupts. “Remember, you gave us the nice pitch book with the slide full of logos of the firms that Barcourt has helped with M&A. My question is about you, personally. How much experience do you have in this?” “I have been on the team for several major transactions,” says Rachel. “When I was interning, I…” “When you were interning you were very green,” says Donna. “That was even before B-School. Have you had any real experience with M&A? I know Harvey Maklin has. I’m surprised he’s not here for this meeting. Frankly, I really thought that was who we were engaging.” “Harvey will stay on top of this,” says Rachel. “He’s the VP responsible for hackoff as he’s always been. Obviously, he has much more experience with M&A than I do and hackoff will get the benefit of that experience. I have the
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day-to-day lead of the team, reporting to Harvey, of course. This is my most important transaction. I can and will do a good job for you on it, Donna; you have my word on that.” The two women lock eyes. “Look,” says Larry, “if you guys are through let’s get going. I don’t have a lot of time. Rachel’s done well for us before. She learns fast. She admits what she doesn’t know. I’m sure she’ll ask for and get help when she needs it. Right, Rachel?” “Right, Larry.” “And if that asshole, Harvey, doesn’t come through with the support you need, Rachel, then you’ll tell me that. Right?” “You have my word on that,” says Rachel. “Good. Now you were talking about a list.” “Yes ... just sort of free thinking, no constraints, who do you guys think ought to be on the list?” Junior banker Grant goes to the whiteboard prepared to write. “Jesus Christ,” says Donna. “We pay millions of dollars so you can pick our brains and write down the answers? Don’t you have any ideas of your own? That’s what we’re paying you for.” “We do have some ideas, Donna,” says Rachel, staying calm and pleasant. “I thought it would be more respectful to get your ideas first. I mean you ARE the experts in your business; we’re just bankers. But we can start with our list if you’d like.” “So,” says Larry, “We have Microsoft, obviously. That means automatically there’s Oracle. Sun should be interested. If they could build real anti-hacker capability into their servers they might get some of the dot.com business back they’ve been losing.” “Following up on that chain of thought, what about some of the Linux companies?” asks Rachel. “Not likely,” says Dom, speaking for the first time since introductions. “They’re into open source. Open source security software doesn’t make a hell of a lot of sense.” “Why’s that?” asks Rachel. “Pretty dumb question,” observes Donna. “Because then hackers could read the code,” explains Dom. “Then they’d know how to hack around what we’ve done. It is incredibly important that we keep our source code private.” “I’ve got it,” says Rachel. “Thanks for the explanation, Dom.” She smiles at him and he smiles back involuntarily. Donna grimaces. They decide that Intel is not a prospective acquirer, too intent on staying out of the box and software layers. Cisco is a long-shot but worth talking to; Dom says the software could go on routers; in fact, that would be a good place for it. He warms to this idea as they discuss it. Akamai is a possibility. They’re currently in the caching rather than the security business, but they do sell their technology on a service basis to
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e-commerce companies. Dom says that, when Daniel Lewin was alive and CTO of Akamai, he always considered him one of the people that might develop competitive capability. They decide Akamai should definitely be on the list. Global Crossing and Level(3) might be potential acquirers if they wanted to imbed the technology in their networks. They cross off Global Crossing because of its financial problems but leave Level(3), which has recently benefited from an investment by Warren Buffet that increased its stock price. From here, they decide that any telecom giant including the European and Asian carriers which has an extensive IP network could possibly imbed hackoff technology in its network and might want to buy hackoff for that reason. Larry’s spirits visibly lift with each addition to the list. “If we have to sell,” he says, “looks like we should be able to get a good price.” Donna, on the other hand, is doggedly glum. “What’s the matter, Donna?” Larry asks her. “I think you’re smoking dope,” she says. “We’re not going to be bought by AT&T or British Telecom or Telecom Italia. Just isn’t going to happen.” “Why not?” demands Larry. “They could distinguish their networks; get out of having a commodity business if they put some of these smarts in.” “Look,” says Donna, “if they need this technology so bad why haven’t we sold it to them up-to-now?” “We’ve tried. We’ve called on most of them at one time or another. There’s been some interest.” “Why haven’t we sold anything to them?” Donna demands. “Frank says it’s because of corporate gridlock — they can never make a decision on anything big. They’re interested; we can always find some biz dev guy that’s interested. But we don’t get any further and the guy we’re dealing with can’t make a decision. So, after a while, we don’t waste time on them any more.” “So why’s this going to be any different?” asks Donna. “Now we want to sell them not just a technology license but a whole company, and you think they’re gonna move faster? You think the biz dev guy whose phone number Frank knows is gonna write us a big check and buy the whole company?” “Now,” says Larry, “we have Barcourt & Brotherson working for us. Right, Rachel? Now Harvey Maklin or even someone more influential, if such a thing is possible, picks up the phone and calls the CEO or whoever at one of these big telcos and says ‘boy, have I got a deal for you. This is something you gotta look at it. Gonna be your whole future.’ And the deal gets done. Isn’t that right, Rachel?” “We’ll try,” says Rachel. “We’ll definitely try. We do have some good relationships in telco.” “I’m not holding my breath,” says Donna. “I don’t think telcos are a good idea, Lar,” says Dom. “Why? You try to sell anything to them lately? What do you know about telcos?” “It’s technically a bad idea, Lar. Our capability doesn’t belong INSIDE the network; it belongs out at the edge. That’s where all the innovation is.”
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“What are you talking about?” “The Internet works because it’s a ‘stupid’ network,” Dom explains. “All the telcos were working on their intelligent networks and along comes this stupid network, doesn’t know how to do anything except move packets around, doesn’t even know what’s in the packets, and all of a sudden the ‘intelligent’ networks that have all sorts of stuff built into them are crap. No one wants to use them for anything. No one’s developing anything for them. We didn’t; we developed for the Internet, right? Not AT&T’s intelligent network. “There’s a guy named David Isenberg, used to work at Bell Labs. He figured all this out and wrote a paper on the stupid network. How the intelligent networks can only support the stuff that they were designed for and are also closed and proprietary systems — hard to work with. But on the stupid network, all the smarts are out at the edge. New applications no one ever thought of can be developed because there are no ‘smarts’ to get in the way. Innovation happens. Isenberg got fired from AT&T because of the paper. But he’s right. Everybody knows he’s right, except maybe some of the Bellheads left at the big phone companies.” “Very good point, Dom,” says Donna. “I’m impressed. So now we know that not only are the big telcos too slow to do business with but also they’d be dumb to put our stuff in our networks. I say they’re a waste of time. We should take ’em off the list.” Grant stands questioningly with his eraser at the whiteboard, poised to strike the carriers from the list. “Dom make a good point,” says Rachel. “I hadn’t heard all that before, but it’s very persuasive.” She smiles at him again and again he is forced to smile back. “Leave them there,” says Larry. “We’re gonna try the telcos. Got nothing to lose. Even if Dom and this Isen guy are right, the telcos are too stupid to know. They gotta want something to distinguish their networks. How else are they gonna stay in business?” “Maybe they’re not going to stay in business,” says Donna. “Maybe they’re going to go belly up because their networks are smart and their people are stupid. We do have something to lose: time. We’ve still got a company to run, Lar. Maybe we sell it; that’s going to take time. Meanwhile we’ve got to run it, and run it like we’re not going to sell it because maybe we’re not — and that also takes time. So I don’t want to waste a lot of time with dumb-ass telcos. That’s my take.” “Donna, you’re right about the time,” says Larry, placatingly. “This isn’t gonna be a time-sink for us. Our friend Rachel here is going to check out the telco scene; she’s gonna get important bankers from Barcourt to call big shots at telcos, call them at the private numbers in their private jets; tell them they gotta do this. Pay us a lot of money. If it doesn’t work, we’ll be disappointed but that’s all. We don’t spend our time on it. Right, Rachel?” “I’ll try Larry,” says Rachel. “Barcourt’ll try. But no promises on that. Can we talk about the data room?” “Sure,” says Larry, “tell us about the data room.”
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Rachel explains that preliminary meetings with prospects will be under non-disclosure and only after they sign a stand-still agreeing not to attempt a hostile takeover of hackoff. “It’s important for hackoff to have this stand-still since the data you’re providing might be used as ammunition against you in a hostile takeover attempt. Most potential acquirers will agree to this because they don’t like to do hostile takeovers anyway, and this is a reasonable provision. If a good prospect won’t agree, well ... we’ll cross that bridge when we come to it. antihack might not agree to such a provision. That doesn’t mean you might not accept a reasonable bid from antihack, just means that you won’t give antihack any confidential information that could be used against you. The choice is up to them.” She goes on to explain that, after the preliminary meetings, prospects will be asked for a nonbinding expression of interest including a proposed price. The bankers and hackoff management and the hackoff Board, if it cares to be involved, will select the top bidders and invite them to visit the data room. It may seem backward, Rachel explains, to ask them for their preliminary bids before they see the data that could help them decide how valuable hackoff is, but generally this data is too sensitive to expose to tire-kickers and she assumes this is the case here as well. Dom wants to know how much about their technology goes in the data room. He has no problem with granted patents, he says, because they’re public anyway. But much of hackoff technology is highly proprietary. He would be very concerned if certain tech-savvy prospects saw it. Rachel tells him this is often a problem in transactions involving technology companies. Sometimes, for competitive reasons, it’s necessary for the potential acquirers to hire independent experts to give them a valuation without giving them information they shouldn’t have since, if they don’t acquire hackoff, that information could give them a competitive advantage. “I don’t think you understand how much of a problem this is,” Dom says calmly but forcibly. “Why don’t you tell me then?” invites Rachel. “I want to learn.” “Some of our stuff is so secret we don’t even patent it. We are much more worried about hackers finding out how our technology works than we are about competitors. The hackers are smarter, for one thing, and they would stop at nothing to learn how we’re keeping them out. That’s why we have so much security here. That’s why we protect our source code as if it were the crown jewels. We make sure no single employee knows the whole story and we treat ex-employees very well, even if we don’t like them, and still do the equivalent of changing all the locks when they leave. “As Andy Grove said,” he continues, “paranoia is necessary and we’re paranoid as hell about our technology. How are we going to be able to set up this data room and still make sure our technology is properly protected? Just restricting access to consultants doesn’t do it for me. The next people they consult to may be hackers. I don’t know how Larry and Donna feel but this worries me.”
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“Good point, Dom. I hope our bankers have a solution to this.” “He’s right,” says Larry. “Rachel, what do you think? Do you have any ideas?” “I’ll take this problem back to Barcourt,” says Rachel. “Thanks to Dom, I understand it very well. Basically, we have to find some way to describe the importance of your technology without compromising it. This could effect the value you get for it. I don’t like to say that but you’ll have to make a tradeoff, I think, between how much you’re willing to reveal and how much value people can attribute to the technology.” “Not a very good answer,” says Donna. “That’s why we have bankers.” “I’ll do the best I can,” says Rachel. “I have to be respectful of your constraints as well.” “We’ll need your help on this,” says Larry. “We can’t compromise the security of how our stuff works.” They go on to discuss financial information that will be in the data room. Legal stuff that has to be there. Organization charts. Equipment lists. No one will expect lists of unannounced customers, as providing them would run afoul of the Hart-Scott-Rodino Act. The Act says that the company must preserve its ability to remain competitive at least through the time when the Federal Trade Commission declares that a potential merger will not be opposed on the ground that it is anticompetitive and, actually to some degree, until the merger is consummated. After the meeting, Larry stops Rachel on her way out the door. “Glad you’re working with us on this,” he tells her. “Thank you, Larry,” she says. “I’m glad to be working with you and, uh, and with Donna again. Dom I didn’t really know before, but he seems very bright. We’ll—” “I told Louise you were going to be our banker on this,” Larry interrupts. “Remember you met her — you and Ahmed — when we got off the plane after closing the secondary…” “Of course I remember,” says Rachel. “She seemed very sweet.” “Yeah... Well she suggested … she’d like to invite you and Ahmed to dinner. You still seeing him?” “Yes. Yes, I am. Let’s do that. I’ll have to talk to Ahmed. Actually, he’s always been interested in meeting you but I didn’t want to impose. You want to email me some dates?” “Right,” says Larry. “I’ll get with Louise and do that. Good. See ya.” # “The mussels are what make this restaurant,” says Louise as she, Larry, Rachel, and Ahmed squeeze into a small booth at Café de Bruxelles on Greenwich Avenue. The restaurant is behind a speakeasy door and down a half-flight of steps. Rumor has it that many of the clientele are off-duty cops.
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Besides mussels, the restaurant is known for its wide beer selection and its Belgian fries. It is crowded, noisy, and cheerful. “Uh-oh,” says Rachel. “What’s the matter?” asks Louise. “I’m afraid Ahmed is allergic to shellfish.” “I will be fine,” says Ahmed. “I’m sure there’s something else on the menu,” says Louise. “We should have asked. I’m so sorry. Would you prefer to go somewhere else? It’s hard to get reservations on Saturday night but I’m sure we could…” “I will be fine,” repeats Ahmed. “Are you sure?” asks Louise. “I mean we could certainly…” “He says he’ll be fine,” says Larry. “I will be fine,” says Ahmed again. The conversation pauses for a few minutes. Louise demands that the waiter immediately bring menus and they do find that there are other things that Ahmed can eat. “Is it just eating mussels that makes you sick or is it too much to be near them?” Louise asks. “I will be fine,” says Ahmed. “So,” says Louise, “it is great to finally have an opportunity to get together with you. I meant to arrange something after we met at the airport that strange night but, with one thing and another ... anyway, here we are.” “This is very nice of you,” says Rachel. “Larry has told me so much about you. He told me about the yellow ribbons at the Plaza. That’s so romantic. I…” “Really?” says Louise. “Larry must really trust you. He doesn’t usually talk about that time.” Larry looks uncomfortable. “If you can’t trust your banker, who can you trust? Let’s drink to that.” Drinks have just arrived. Wild Turkey straight up for Larry; a metropolitan for Louise; Chardonnay for Rachel; and iced tea for Achmed who doesn’t drink alcohol. “So, Ahmed,” says Larry. “You mentioned at the airport that you have a new job. What is it?” “I don’t think I said that. I don’t think I said I have a new job,” says Ahmed. “Something about representing our mutual friend Mahmud Assan. I’m pretty sure you said something about that.” “You are correct, Larry; I did say that. Actually, that is something that I hope to talk with you about, but perhaps this is not the appropriate time for a business discussion.” “I can’t tell business from pleasure. Just ask Louise. Never have been able to. And both of these women know plenty about business. What would you like to talk about?” “It’s fine, Mahmud … I mean Ahmed,” says Louise. “We want to get to know you and, if you’re anything like Larry, knowing your business is a good way to know you.”
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“Thank you,” says Ahmed. He pauses, then leans forward towards Larry. He speaks as if he doesn’t want to be heard at the other tables. “As you know, Larry, our friend Mr. Assan is in the business of procuring work for Palestinians in the occupied territories. He has cooperated in this effort with certain other friends of yours in Israel. He—” “Is this still going on?” asks Larry. “There’s a war going on there. The Infantada, or something, I think..” “Intifada,” says Ahmed. “Whatever. You don’t mean to tell me that the Israelis are funding the people who are blowing up busses, do you?” “Despite the increasingly harsh occupation,” says Ahmed, “there are still those of us in Palestine who—” “You’re not in Palestine. “One, there IS no Palestine; two, this is the US.” “Ahmed…” Rachel begins with her hand on his sleeve. “I thought we were going to have a business discussion, not a political one,” says Louise. “Larry, let’s hear what Mahmud … I mean Ahmed — I’m sorry, I keep doing that — let’s hear what Ahmed has to say about his business.” Ahmed continues even more quietly: “There are those of us who believe that the Intifada is not an effective way to achieve our legitimate aims.” “Your ‘legitimate’ aims WERE achieved,” says Larry. “Arafat got everything he could’ve possibly hoped for from Barak and Clinton at Camp David. There was a deal and he pulled out. He—” “Larry,” says Louise, “you’re talking politics again. Let’s hear what Ahmed has to say about BUSINESS.” “Despite the violence,” Ahmed continues, “there are both Palestinians and Israelis who want to build for a peaceful future. There can be no peace until there is hope for the young men of the occupied territories. There are no jobs in Gaza. There are no jobs in the West Bank. The men cannot support their families. The young men cannot start families if they cannot support them.” “So what is your business?” asks Larry. “I represent a group of programmers in Jenin.” “These are the same people Mahmud was talking about?” “They are some of the same people. They are very skilled in C++, Visual C, Java, and other tools of modern programming and e-commerce. They also work at a very low price compared to people with equivalent skills in the United States or even India.” “And you would like us to outsource some of our development to these people?” “That is correct, Larry Lazard. That is what we would like. This is not charity. Your company will achieve very good value. It will achieve even better value than in India. I am not asking you for charity but only that you give these young men a chance. By giving them a chance, you will also be advancing peace.”
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“How would we work with them? I’m obviously not sending anyone to Jenin. Would they be able to meet with us in Israel?” “I’m afraid that is impossible,” says Ahmed. “They cannot get into Israel. The people in the territories are imprisoned.” “Are we discussing politics or business?” asks Larry. “You are correct,” says Ahmed. “The business fact is that they cannot travel freely. They are also not in a place where you would be able to meet with them. Phone service does work, although the phones are tapped by the Israelis. Please, that is a fact, not a political statement. Nevertheless, the Israelis do not object to this — except for those who are most extreme. They will not interfere, except that sometimes, when the phones are tapped, that causes them to fail. There is also email and that will also be read by the Israelis. This is not important.” “I assume you know,” says Larry, “that I had almost the same discussion with Mahmud. I was very interested. And then Mahmud asked me for a bribe.” “That cannot be,” says Ahmed. “Perhaps you misunderstood. Sometimes Mr. Assan does not express himself clearly in English.” “He expressed himself very clearly. He wanted a bribe. How do YOU get paid?” “This is a business for me, Larry. I believe in what I am doing, but it is a business. I’m sure you understand that. I am the agent for these programmers. I help them procure business here in the United States. I facilitate communication during the process. I help arrange payment. And, when payment is made, I retain a portion as my compensation. That is a very business-like arrangement, I believe.” “What portion do you ‘retain’?” “That is a confidential matter between my clients and myself,” says Ahmed. ”I hope that does not offend you, Larry; but I must respect their business confidence. I do not ask you the confidential arrangements of your business. I do not ask you how much you are paid…” “You don’t have to. It’s on the Internet. I run a public company. But how do I know that this is not just a way of paying bribes? How do I know that your clients will ever get paid?” “Larry, you’re being offensive,” says Louise. “Ahmed…” “I do not take offense, Louise,” says Ahmed. “I understand that your husband must be a cautious businessman. I understand that there have been misunderstandings in the past. I am not afraid to answer his questions and I am not offended by them. Larry, the cost to hackoff will be much lower than it would be for similar quantities of work of this quality anywhere else in the world. In that low price, there is not room for what you call ‘bribes’. There will barely be sufficient money for the people in Jenin and for my modest fee for representing them. Unfortunately, it is difficult for us to be established in this business and our prices must be very low.” “That makes some sense,” says Larry. “I understand that if there isn’t much honey, it won’t attract many flies. But — and please don’t take this
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personally — how do I know that the programmers will be paid at all if I am turning the money over to you?” “There are two assurances you will have, Larry. You will be in touch with these people by phone and email. It would be impossible to do a job of any complexity otherwise. If they are not receiving their money, you would certainly hear from them directly. The second assurance you will have is that I would like to go back to a Free Palestine one day. I would be a dead man when I return if I were to — as you say — ‘rip off’ the people there. That is a strong assurance.” “That is a strong assurance,” Larry echoes. “Okay, if were going to do this — and I’m not saying that we are — how would we get started? How do we know anything about the quality we’ll get? We can’t sue you if you don’t deliver.” “That will not be a problem. Give us a small job to do. We will not ask for any payment until the job has been completed to your satisfaction, including testing. It is we who will be trusting you.” “That is attractive. I wish Mahmud had taken this same attitude. Perhaps we could have done something sooner. Let me get back to you.” The rest of the dinner is social. Rachel is interested in the various charities Louise works with and is on the board of. Louise is interested in how Rachel copes in the male-dominated world of banking. Larry and Ahmed are largely silent, although Larry occasionally corrects something Louise says and Louise makes repeated efforts to draw Ahmed into the conversation. “I’ll get back to you,” says Larry as they walk upstairs to leave the restaurant. “Do you have a card?” “Don’t forget the camel,” Louise says to Larry on the ferry back to Atlantic Highlands. “You didn’t want me to talk politics,” says Larry. “You wanted me to have a nice business discussion with him.” “Don’t fuck Rachel, either,” says Louise. ### From: Sent: To: Subject: Dom Montain [mailto:[email protected]] Saturday, March 2 2:04 AM Larry Lazard; Donna Langhorne; [email protected] meeting with Microsoft
Met with pete harkin as planned. Short story is that MS is not going to be a good prospect. Petehar is too dumb to know a good thing when he sees it but I don’t think they’d buy anyway. Longer story: Went thru the PowerPoint with petehar. He’s a director somewhere in the systems group that has responsibility for ecommerce servers or ecommerce use of NT servers anyway. They’ve
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reorganized so much since I left that I’m not sure what this means, but usually director at MS is like VP somewhere else. billg’s stingy with titles and I hear steveb is worse. I knew petehar slightly when I was there. He was programming in the database group; some brain dead thing that never happened. But actually he has a business background. Has been a program manager most of his career there. Don’t know what he was before he came to MS. He’s the kind of guy they’d send if they might be interested. There are other guys who go when they know they’re interested. They don’t worry much about polite, so they don’t send anyone if they know they’re not interested. Of course he gave me the usual MS bullshit that it’s all going to be in the operating system anyway. Security isn’t a separate product — it’s got to be built in to work right and they just haven’t gotten around to doing that yet but three groups are working on it so its something that’s going to get solved. But maybe if we have something that would save them a little time, then maybe it would be of some interest. And maybe if we have some customers that are so dumb they’re using Sun Servers or “Linux crap” and maybe having some kind of deal with hackoff is a fast way to get them to switch over to Microsoft servers that they ought to be using anyway, then maybe there would be some value in it. But not a lot of value as he sees it. I didn’t tell him but obviously our customers aren’t going to switch to MS servers for their ecomm apps just because MS buys hackoff. The customers have too much invested in their current platforms. IMHO, they want to go Linux if they’re going anywhere. But I didn’t tell him that. Still I don’t think he gave too much weight to customers, just something he mentioned. So then he wants to know about the technology. And right away we have the problem we were afraid of. He’s dumb but he’s not that dumb. As I said in our meeting, I’m not really afraid that Microsoft’ll steal what we’ve done. What I’m really afraid of is that petehar goes and works for a hacker or, even if he stays at Microsoft, he writes a lot of email – they live on email, even more than us – all about our technology and some of that gets to a hacker or someone who is going to be a hacker. I tell him we can’t tell him how it works. Would have to shoot him and all that if we did. He asks then how’s he know there’s anything to buy? I point out to him how many customers we have,
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how none of them who follow the directions ever got hit with anything major. That’s a big deal. They’re all targets. He says same is true with antihack customers. I tell him what problems the antihack customers have. antihack’s slow with new protection for new problems. Their shield for Andromeda 1’s so bad that an eleven year old got through. Lucky he didn’t know what to do when he got in. Their KittyKat shield was so slow their customers were safe because they couldn’t take any orders anyway. Couple of months ago hackers DID get thru to a couple of antihack customers. He says he knows all about those things but antihack’s got them fixed. No big deal. I ask him if he’s been talking to antihack since he knows so much about them. He says of course he can’t tell me or he’d have to kill me. He wants me to think he has but I don’t think so. He didn’t pick up any of their buzz-words. But, still, he says our stuff’s the same as theirs so he still doesn’t know what it is that would make MS want to buy us. So I have to tell him a little more but not how it’s done. I tell him about some of the heuristic stuff but not what we’ve learned from it. I also go into some of our patents. That did get his attention but he said they have patents too. Did say they would never violate anyone’s legitimate patent. I think they got spooked by diskdoubler. But he also said that they wouldn’t hesitate to find good prior art to invalidate any patents that were too broad — a lot of those around these days, he said. That was a threat. He wanted to know how much of our development is for a Microsoft platform, how much for UNIX, Linux etc. I told him about spliteven. He drilled down on that so I had to tell him I meant 1/3, 1/3, 1/3. Wasn’t counting Linux with Unix. He said Linux is just another flavor of Unix but they have even less interest in buying us then because they think that no one’s going to use an open-source platform like Linux for something that has to be secure and Unix is dying. He WAS interested to know that we assumed hackers are using Macs or Linux machines for their own development. Lots of the attacks, of course, come from NT servers they’ve hijacked. He wanted to know why the hackers don’t use Windows for their own machines so I told him 1) they don’t want to get attacked themselves; 2) they don’t like Windows. They don’t like Microsoft which makes them want to attack Microsoft product more, and they do that because they’re out there.
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So ends up he says he’ll make a report but we shouldn’t hold our breath. Maybe if we were folding the company and wanted to sell some technology licenses or patents they’d have some interest but he doesn’t see why they’d do a whole company buyout. Don’t want to be in the business we’re in and — he said it again -don’t see much difference between our technology and antihack.
From: Sent: To: Subject:
Rachel Roth Saturday, March 2 10:07 AM Larry Lazard; Donna Langhorne; Dom Montain RE: meeting with Microsoft
Thanks for the all the detail, Dom. It’ll be helpful to us going forward. At least they tell us what they think. That may be a problem with others. We’ll follow up if you want us to in a week or so just to close the loop and to see if whatever he says in his trip report raised any interest. I’m SURE you did a good job selling our value even given the constraints.
From: Sent: To: CC: Subject: Dom:
Donna Langhorne Saturday, March 2 12:04 PM Dom Montain; [email protected] Larry Lazard RE: meeting with Microsoft
Good job and good report. Rachel: We knew we’d have this problem in establishing value. Have your “resources” at Barcourt come up with anything to help us yet? Donna
From: Sent:
Dom Montain [mailto:[email protected]] Thursday, March 7 1:31 AM
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Larry Lazard; Donna Langhorne; [email protected] meeting with Oracle
Met with three guys from there. Bizdev guy didn’t show. Short story is that they do not see a compelling need for the technology and do not distinguish between us and antihack. Like Microsoft, might buy patents and technology from the scrapheap. Could be interested just to keep us away from Microsoft. Longer story: Oracle sent product VP Mark Jopher, director Emile Cauve, and strategy director Francine Lauche. Jopher did most of the talking. Larry and I were there as well as Rachel Roth from Barcourt. Larry presented the PowerPoint. Emile and Francine listened but didn’t ask questions. Jopher slept or pretended to sleep through most of it. He was awake at the end and immediately said that capability like this belongs in the database engine. It’s brain dead to have it anywhere else. Oracle hasn’t done that yet but, given their leading market position especially in e-commerce, it’s a natural for them and they’ll get around it sooner rather than later. I brought up our patents and that we feel they are both broad and enforceable. He said that he was sure the approach they would be able to take in the database engine was so different from what anyone else would have to do that patents couldn’t possibly be a problem. He liked the fact that we are cross-platform and not Microsoftcentric. One possible opening is that, when we gave them the impression that Microsoft is seriously interested, they became much more interested themselves. Maybe we could game this so each of them bids because they think the other one wants us. It wouldn’t be the first time they spent money to keep each other out of strategic spaces. Not sure how far we’d get with this. They didn’t ask for the kind of technical detail Microsoft wanted but pushed back when Larry said our technology is unique and much better than anything else out there. Specifically mentioned antihack. In fact, they thought it was antihack which announced a managed service. When we set them straight on that, Jopher turned it around and said that the antihack stuff must be better because it doesn’t need active monitoring.
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Rachel is going to followup with Francine. I’m supplying them with the public information on the patents. Larry’s trying to find a way to play the Microsoft card that isn’t in our hand.
From: Sent: To: Subject:
Larry Lazard [mailto:[email protected]] Thursday, March 7, 2002 2:05 AM Donna Langhorne; [email protected]; Dom Montain RE: meeting with Oracle
I agree with Dom that the Microsoft card may be our strongest play. However, after thinking this over, it is probably best played by Rachel. She should get back to them sooner than planned to give them a heads-up that they are competing with Microsoft here. Rachel, you’ll know the best way to say this. Maybe you can’t tell them directly, which makes it all the more compelling. You’re just giving them a hint but can’t tell them the whole story. Maybe that makes them imagine more. In fact, I like this so much that we should try with MS, too. Dom, do you want to call your guy? Or can we think of some way to do this through bankers, too? ### Rachel calls Larry at nine the next morning. “Larry, three things. One: I think it is a really good idea to play Microsoft and Oracle off against each other. I mean that could really work.” “Good,” says Larry. “Have you thought about what you’ll tell them?” “Well, that’s thing number two. I’m not sure it’s appropriate for me to do this. I’m the banker and our role is sort of as honest broker. I mean…” “I don’t know what you mean,” says Larry. “I don’t know what the fuck you mean…” “Larry, there’s no need to be abusive.” “Okay, let’s discuss this very calmly. Who’s paying you?” “You are … I mean hackoff is.” “Right. So who are you working for?” “We work for you. But, like your accountants—” “Rachel, let me ask you a different question: Did you forward our email to Harvey Maklin?” “Of course. I told you that you would have the support of the whole Barcourt team.”
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“And he just told you to call me and tell me that you guys shouldn’t get your hands dirty doing this, right? Before that, you thought it was a good idea, right?” “Well, he didn’t say anything about getting our hands dirty.” “So you want me to call Harvey and tell him to cut the crap, or you gonna do it? I don’t want to hurt your career or anything. I think you’ve done a good job for us so far. But we’re entitled to all the negotiating help we can get for the money we’re paying Barcourt and there’s no way I’m gonna let that asshole stop us from getting what we’re entitled to.” “I can handle Harvey,” says Rachel. “Actually, I agree with you. I’ll handle him.” “Knew you could do it,” says Larry with an audible smile. “Can’t cut his balls off, though.” “Not sure I want to know, but why not?” “Because he doesn’t have any.” Larry laughs, then stops. “What was the third thing?” “Please don’t put stuff like this in email. Especially, don’t put in email that you’re asking me to lie to the prospects. If it’s not in email, I don’t have to forward it anywhere. If it is in email, we don’t know when it’ll resurface.” “I guess you’re right,” says Larry. “Not asking you to lie, of course, just to bluff. That’s different. We all know that bankers never lie.” “I’ll let you know how the calls with Microsoft and Oracle go,” says Rachel. ### From: Sent: To: CC: Subject: Larry: I think you and Dom are right. We ought to play the MicrosoftOracle thing. Rachel should certainly be the one to spin the yarn. I’m still not satisfied, frankly, that we’re getting our money’s worth from Barcourt. This idea should have come from them. Rachel, this is a real chance to add some value. Donna ### Donna Langhorne Thursday, March 7 10:02 AM Larry Lazard Dom Montain; [email protected] RE: meeting with Microsoft
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Larry’s phone rings immediately after he reads this message. “Yes, Rachel,” he says, “you talk to our friends already?” “No, Larry. And this email from Donna doesn’t help. She’s being very explicit about asking me to lie. She doesn’t like me, never has, and it’s affecting her business judgment…” “This is nothing personal, I’m sure.” “It’s personal, and I AM sure,” says Rachel. “Anyway, now we have a problem. I’m going to have to send an email back since this email exists. I’ve got to say we don’t lie. I can’t let this just be out there.” “You still gonna talk to our friends, get them jealous of each other?” “Yeah. But I’ve got to be very careful. There are people here who’d love a chance to stick it to me.” “Maybe you just turn them on.” Larry sounds amused. “Come on, Larry, it’s not funny. I’ve got a career to protect.” “Sure. Sure you do. Just write your letter to cover your ass.” “It’s not so simple,” says Rachel. “If I write to Donna, then she’s going to flame back. It’ll all get worse.” “Look,” says Larry, “you take care of Harvey; I’ll take care of Donna. Don’t write anything until tomorrow; give me a chance to talk to her, explain that you’re gonna do the right thing but you gotta cover your ass. Keep the email from being pissy, that’s all I ask. She’ll be okay. She’s very reasonable.” “I don’t think she’s very reasonable.” “I’ll take care of it,” Larry assures her. Donna does not react well when Larry explains Rachel’s dilemma. “Bankers don’t lie? Give me a fuckin’ break. What does that bitch do for her money? She’s so concerned with covering her ass she can’t do her job. Larry, I think you ought to tell Harvey we need a banker with some experience on this job. We’re not gonna get a deal done. They’re not gonna get their big bucks. He’ll understand.” “I don’t want to ruin her career…” Larry begins. “You what? Are you fucking her? What does her fucking career mean to us? We got a company to sell and that twat can’t do the job and you don’t want to ruin her career?” “Donna, look, I’m not fucking anybody…” “You and Louise have a problem? That why you’re protecting this incompetent—” “That’s not what I meant! Calm down and listen to me for a minute. We don’t want a banker that’s too experienced.” “Well, we don’t have to worry about that. But please tell me why we want an inexperienced twat?” “Look, Donna, you and I go back a long way…” “And…” “And we understand each other. This isn’t gonna be an easy deal to get done at a good price. In fact, in this market it probably isn’t gonna happen at a good price.—” “It isn’t gonna happen with an incompetent banker,” says Donna.
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“Do we want the deal to happen? Do we want a lousy deal and we lose our company before we have a chance to recoup? Did you like it when Georgie called you up and didn’t offer you the CFO position?” “I didn’t give him a chance to offer me the CFO position,” says Donna. “Whatever. No deal’s gonna get done that we like. Not that I wouldn’t try to get one done if it was good, but there just isn’t gonna be one with the market the way it is. But you know our Board are a bunch of pussies. We have an experienced banker, he’ll sell them on whatever is the best deal he can get, no matter how shitty it is for you and me, how shitty for the company. No deal, they don’t get any commission, right?” “Right. So you want a banker who can’t even find a bad deal and, even if she did, can’t sell our Board.” Larry laughs. “I knew there was a reason I hang around with you. It’s because you’re so smart.” “Okay,” says Donna. “I get that part, actually. But then what? How’re we going to pull this out?” “We’ll figure that out soon as we get time. Monitored Service’ll kick in at some point. That’ll help. Stocks in the portfolio’ll come back up. We’ll be okay. Not like were before, no one is. But we’ll be okay.” “Lar, I bought your thinking up to that point. But you’ve got your head in the sand. We can’t just wait. Things aren’t going to get better by themselves. Speaking as your friend, I’ve got to tell you that you don’t have the intensity you once had. Can’t say I blame you, but it’s a fact. And I’m pretty burned out, too. We both thought this’d be a bigger hit by now after the IPO and the stock taking off. Even after the secondary. Frankly, I thought I’d’ve cashed in my chips by now, gone on to be a CEO at some startup. And I bet you thought you’d get a CEO in, back off to just being Chairman, hunt more mushrooms, get into some other kind of trouble — whatever turns you on these days.” “I don’t quit,” says Larry. “You’re right; I’m sick of a lot of the shit. Don’t want to hear any more whining from HR. Could do without the chat group assholes. Board meetings aren’t a lot of fun anymore. But you know, shit happens. We are where we are; what can we do but keep going? What I don’t want to do is let the company we made go for a shit price because we’re selling at a low. That’s what I really don’t want to do.” “Lar, you got balls. I’ve always said that about you. Well, actually I didn’t tell anybody but you do. But, I gotta tell you, I don’t think I can keep doing it. I’m burned out. And all this Sarbanes-Oxley shit and all the stuff I gotta do with accountants now that doesn’t do anything but help politicians pretend they did something about Enron. And worrying about getting sued all the time. And listening to that bitch Joanne on the Board calls. Larry, I’ve had it. We get a good price, I’m out in a minute. But, you know, the headhunters call and I’m gonna have to listen. Think about my career. Think about being a CEO and not a CFO anymore.” “You getting CEO offers from headhunters? Even in this market? There’re no startups to be CEO of.”
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“What they’re calling about is companies that are still alive but bleeding. Like us. Or some of the ones that never got to go public. The boards realize that the CEO can’t make it. Maybe he’s burnt out. Maybe he wasn’t the right guy anyway. So they’re looking for someone to take over. We did a good enough job so they think of me. A few startups, too, but mostly rescue jobs.” “Sounds like you HAVE been listening to the headhunters.” “Lar, looks like we’re gonna sell this company. We put ourselves in play. I have to keep my options open. It’s not disloyalty; it’s just being practical. I didn’t know you had a plan to not sell the company. You could have told me that.” “I am telling you,” says Larry. “But, yeah, I should’ve told you before. Frankly, didn’t know if you’d agree but shoulda told you. So now you know. You don’t have to look for a job. Unless we get a really great offer — and I don’t think that’s gonna happen — we’re still here. Dom’s been working better lately; I think he grew up some. We just do our shit and we pull it out.” “It’s not so simple, Larry. Maybe I should have told you I was talking to headhunters like you should have told me that we aren’t really in play, that you have a plan to stop a pussy Board from selling us out. I’m actually pretty far along with one deal. Pretty good one for me. They’ll even go a long way to compensate me for hackoff options that are underwater anyway.” “They gonna make you CEO?” “And Chairman, I insisted on that.” “Care to tell me who it is?” “No. I’m sorry, Larry. I really am. I thought we were gonna be sold out and I looked around and this is pretty good for me.” “You locked in?” ”It’d be very hard to say ‘no’. Cost me a lot of credibility. And, I have to tell you, the alternative’s not great. So, we don’t sell the company. I stay on as CFO. Do the same old shit. It’s a long slog back, Larry. For what? I can move right on to being Chairman and CEO. Now that I know I have the offer, that’s really the right thing for me to do.” “I don’t think I can do it without you, Donna. Hate to say it but it’s the truth.” “I don’t think you have an option, Larry. I appreciate your saying that. I really do. Means a lot to me. ‘Specially because I think you mean it. But I think it’s one of those times when we go our separate ways. It’s happened before. Maybe we meet again in some other gig.” “Okay, you’re not leaving me any choice.” “You gonna sell? Better get another banker if you really want to. I’ll help you with that. Help you with the sale. I can buy some time for that.” “I already told you I’m not gonna quit. You know me better than that.” “You just said you had no choice.” “I’ve got no choice; I gotta keep you here,” says Larry. “How’re you gonna do that? You gonna chain me up? It was fun when we tried it a million years ago but it isn’t gonna work now.” “Look, Donna, you’re sick of being CFO, right?”
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“Yeah, right. I said that.” “And you see I’m sick of being CEO, right? Been there, done that.” “You want to switch jobs?” “Be serious. You see me as a CFO? I could wear your little black dress better than I could be CFO. No, look, here’s the deal: You stay and fight this out with me. First we make sure we don’t get sold out for a shit price. Then we get ready to save the company. But, like you said before, I pull back to Chairman only and you be CEO. Only you got to train the new CFO. That’s your first job. So your career keeps going. You don’t have to take some dumb offer at some other company. We do the strategy stuff together — as a team. You get your rocks off being CEO — it’s not as great as you think, but you wanna do it. You’ll like it at first. You’ll do a good job. We’ll all be rich again.” “Larry, you never cease to surprise me.” “Okay, then?” “You think this is a date? We get to the door; you’ve made me laugh. Now you just ask ‘Okay?’ and we jump in bed?” “Happened like that twice before with us.” “When was the second time?” “When you joined hackoff.” “Bullshit, I did all kinds of diligence. Asked everyone I knew about a company with a weird name and an ex-con running it. Had to think a lot.” “Bullshit, yourself. You did all that stuff after the fact. I saw your eyes. They said ‘yes’ when I told you what the plan was.” “I’m not saying ‘yes’. I’m older now.” “Are you saying ‘no’?” “No.” “No, you’re not saying ‘no’? Or just ‘no’. Didn’t I teach you anything about being clear?” “Yeah, you taught me that it was a bad idea. I gotta think. I’ve got some questions.” “Shoot.” “When do I get to be CEO if I stay?” “Well, you know I haven’t had a lot of time to think about this. But, what I think is, we get to the end of ‘exploring strategic alternatives’; that’s a couple a more months, right? Got to be sure we’re looking out for the shareholder’s interests and all. Then we make an announcement: ‘We’ve looked at all the alternatives. Some very attractive offers. But, you know, we figured out that nothing is as attractive as going the course by ourselves. Things are looking up. Got this great new plan. And we promoted Donna Langhorne — blast of trumpets — to be the new CEO for hackoff version 2.0. Girl — excuse me — woman’ll set the place on fire. Old Larry, he’s best at scheming. We’re gonna give him lots of time, because he’s gonna devote himself to strategy and changing the Board’s diapers. So Larry’ll make these great schemes — with Donna’s buy-in, of course — Donna’ll beat or charm the troops into submission as required. And hackoff’ll rise again.’”
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Donna stifles a laugh and says: “What if the Board doesn’t go along? I know where one ‘no’ vote comes from. Woman’s intuition tells me she may be able to sway Joe, too.” “May be a problem, but I don’t think so. Once they decide not to take any shitty offers — and that’s gonna be the hard part — they can’t make me be CEO if I don’t want to. The company’s got to come out swinging; can’t do a CEO search. We present a united front. Dom’ll join in. He won’t want to work for anyone except me or you. He’ll be afraid a newbie won’t appreciate him. Might rather work for you than me, actually. They got no choice but we gotta play hardball.” “You gonna play hardball?” Donna asks. “You ever know me to have soft balls?” “I could sue you for harassment,” she says, smiling. “You won’t,” he says. “You’re having too much fun.” “Don’t count on it. Next question: Do I get to end the ‘equity’ stuff? Can we sell just for real money?” “That’s not a CEO call. It’s a Board call and my call. This isn’t the time to give up on that.” “Larry, you’re right, it isn’t a CEO call but I’m asking now as part of ‘let’s make a deal.’ I don’t want to take the job if we can’t win. And, as good an idea as it was, I think it’s time has passed.” “You drive a hard bargain.” “You want a CEO who doesn’t?” “Look, here’s what I’ll do on that. I think you’re wrong. I think equity works; you don’t give up on it at a market bottom. But I’m gonna give you that call when the time comes. When we announce our new strategy. You just gotta promise me you’ll keep an open mind. You look at the facts the way they are before you make the call.” “Done,” says Donna. “So you stay?” “Yeah. I guess, for now. You wore me down. What’s a girl — I mean a woman — supposed to do? One more thing, though.” “Great, you stay. I get to give you a hug?” “You keep your hands off. You’ve done enough damage already. Anyway, I got one more thing.” “What, one more thing? Can’t be one more thing when we’re through bargaining?” “This is post-bargain. Part of implementation. Look, we got the meeting coming up with the vulture buy-out firm next week.” “So?” “So let’s not have your dumb banker in that meeting. These guys are junkyard dogs but they’re smart. We can’t have someone dumb there. Too many variables.” “She won’t want to miss it…” “Too fucking bad. She’s so dumb she’s dangerous.”
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“Yeah. Okay. Whatever. Remember, she’s gonna send you this CYA email about not lying…” “Yeah, I won’t flame her back. Part of the deal. Just don’t let her in the meeting with the vultures.” # That night Donna tells Francis: “I sort of fell into it, to tell the truth. I didn’t know he had a plan — should of known, but I didn’t — and I didn’t know he needed me to pull it off. Then I saw his reaction when I started talking about headhunters so I just took it from there…” “You have been talking to some headhunters,” he says. “Yeah, but nothing good, at least not yet. It’s not a good time for CEOs even if I convinced Larry it is. I just winged it, and he did just what I hoped. I really would rather be CEO at hackoff than anywhere else. It is a good company; it does have the best product. Once we get rid of that stupid equity instead of cash stuff that Larry’s in love with and stop managing for quarterly results, we’ll do fine. I can do this.” “I’m sure you can. Babe, I’m sure you can. Once you guys get out of being in play — and I don’t think that’ll be as easy as either of you think — once you get out of being in play, are you sure Larry’ll keep his word?” “Well, funny thing, as much of a liar as he can be, he’s always told me the truth — pretty much. I think he will. I’ll cut his balls off if he doesn’t, but I think he will.” “Good. Babe, we’ve … you’ve worked hard for this. I’m happy for you.” He reaches over and runs a fingertip down her cheek. “Ready for bed?” “No, not yet. I’ve got a lot to think about.” ### Larry, Donna, and Dom are discussing outsourcing to Jenin Associates. Larry has explained that they work very cheaply and are willing to do a trial job with payment depending on satisfactory completion. “You know, Larry, a year ago I would’ve been against it on principle,” says Dom. “I mean it is easier for me to control all the programming if it’s done here. And there isn’t a better team anywhere. Price-per-hour doesn’t mean a lot either, because we know a good programmer can be fifty times as productive as a mediocre coder. And bad programmers are a negative — they take you backwards…” “But?” asks Donna gently. “But, there’s more work for the core group here than it can do. Monitored Service needs lots of tweaks. Staying ahead of the hackers is a bigger and bigger job, even for us. I’d take some relief if we can get it. And I know the pressure we’re under; I do understand that we have to manage for profitability…”
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“You hardly sound like a phreak, anymore,” says Larry. “Phreaks don’t ‘manage for profitability’. You sure you can still do your job?” Dom pauses, looks, sees Larry is smiling. “Yeah, well, way it happens. There’s no one could do it better. But, you know, I do understand this profitability thing. When the rules of a game change, they change. Can’t just whine about it. Got to learn the new rules fast and win. Nothing new about that. So, anyway, I can see doing the outsourcing thing. Even willing to believe we could manage these guys remotely wherever they are. Hope they don’t strap on a belt in the middle of a job and go blow themselves up at a bus stop.” “Supposed to be, we give them jobs, they don’t feel like blowing themselves up anymore,” says Larry. “At least it’s supposed to work that way.” “So now Dom’s ‘managing for profitability’ and Larry’s a do-gooder,” says Donna. “This mean everybody’s growing up? Might not be fun to work around here anymore.” “Seriously, Donna,” says Dom. “It’s okay Dom. I was just kidding. I like working with you guys. I like where we’re going with this. I just wanted to give you some shit for old time’s sake. Go ahead with what you were saying; don’t pay any attention to me.” “So,” says Dom. “I can see doing this, I really can; but…” “Smart guy once told me ‘disregard everything before the “but”’,” says Larry. “What do you really want to say?” “Security’s the problem. I mean we can’t lose control of any of the source code. We can’t have anybody outside knowing how the shit works. Too dangerous. What’s to stop these guys, once they know how we do it, from turning into super-hackers, financing a whole jihad by raiding our customers. Nothing against them but…” ”I even worry about the code here,” says Larry. “I know what you’re saying. So what could they do without any source code?” “Here’s what I’ve been thinking,” says Dom. “It’s like you’re reading my mind. There is stuff could be done without the source code. There’s UI and administrative stuff that I give the newbies before I have real confidence we’ll want to keep ‘em. Don’t need the source code for that.” “Even having them do the UI scares me,” says Larry. “Sure, we don’t show them the source code and that’s good. But it runs at the customer sites so suppose there’s a Trojan horse in it? Suppose they can use that to open a back door?” “Right. Had the same thought. So that leaves the administrative stuff that runs here. The crap for Donna — no offense. We already make sure there’s no connection between the administrative systems and the security systems. They’re on different networks that don’t talk to each other.” “Right,” says Larry. “That’s safe, but do we have enough of the administrative stuff to make a difference? Is it worth doing? I don’t think so.” “You’d be surprised,” says Donna. “There’s stuff I don’t even ask for that could help us control expenses, collect bills, analyze customers, measure marketing, control salesmen — well, maybe control salesmen. Anyway, I don’t ask for it because I know Dom hasn’t got the horses to do it with what else’s on
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his plate. And there’s gonna be more we have to do because of Sarbanes-Oxley. I think we can find some administrative jobs to try them out on and, if they’re good and cheap, there’s more.” “When I think about it,” says Dom. “There’s some UI they could do, too. The stuff for the website. That’s in its own firewall; doesn’t run at customer sites. Doesn’t run here either. If they’re good at the administrative stuff we could give them some of that.” “Dom,” says Larry. “I really appreciate the way you’re thinking. I want you to do one more thing for me, though.” “Sure, Lar, what?” “Put your hacker hat back on. Be as bad as you can. Think if there’s any way we can get burned, or our customers can get burned from this. If you were the guys in Jenin, how could you use this to crack us? Tomorrow, if you can’t think of anything we can’t guard against, then we’ll give it a try.” “You got it,” says Dom. “Gotta go play racquetball. See ya.” “Since when did Dom play racquetball?” asks Donna. “Beats me,” says Larry. “Used to not want to be in the court because of the claustrophobia but he got over that. Says it’s a new game.” “He’s saying that a lot lately.” “Yeah, but still a game. Once a hacker, always a hacker.” “What about you?” “I was never really a hacker — not like Dom,” says Larry. “I play my games. I was good. Dom is the true hacker.” “Whatever,” says Donna. “Whatever’s going on is good. I think maybe you’re right: we can get out of being in play. We can make all this work. It just takes a little longer than we thought. It’s starting to be fun again.” “Glad you feel that way,” says Larry. “Keep it up.” ### From: Sent: To: Subject: Donna Langhorne Thursday, March 14 8:52 AM Larry Lazard; Dom Montain; Rachel Roth Meeting with Condor Partners
Larry Lazard and I met with Condor partners at their offices in Manhattan yesterday. Hal Slozik, managing partner, and James Williams, associate, from Condor were there for the whole meeting. Partner Helen Curtis was there for the first half hour. Told us in the beginning that she’d have to leave early. Slozik was visibly bored during Larry’s pitch. Frequently checked his Blackberry. Curtis paid attention as long as she was there. Williams was the only one to ask questions during the pitch. Most seemed to be just for general understanding. He’s pretty dumb and didn’t understand much.
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Curtis did ask if there was anything that differentiated us from antihack. Larry told him about the equity strategy. I told him about our technology lead and patents. Curtis said that he heard that the technology was identical. We showed him the slide again on how we’ve been able to protect our customers faster and better but he said that, as far as they were concerned, they couldn’t see any real differentiation. I pushed on the patents which antihack clearly doesn’t have but Slozik got impatient and said to go on with the presentation, then tuned out again. At the end, Slozik refocused and asked how much we wanted for the company. Larry told him that’s not the way we’re doing the exercise. He explained that we’re doing the pitch to those who have shown interest, then soliciting expressions of interest including a bid from those who have interest. Slozik asked how much the company is worth. I told him that depended on what someone was willing to pay but we weren’t going to let it go for a price below what we thought it was worth. Would get best value for shareholders whether that was through a sale of by continuing to run the company. Slozik asked what was the minimum bid, then. Larry said we’re not answering that question. To some degree depends on what happens with the company in the next couple of months as we look at our own results, which are looking up. Slozik said he thinks we’re not serious. Either we want to sell or we don’t. He’s heard lots of these pitches and everybody always talks about intangible value but he knows people who come pitch to him are sitting on a business that’s losing value. Larry said maybe we’re at the wrong place, then, because we’re gaining, not losing value. I pointed out the good things that are happening with cash flow. Slozik said maybe we are at the wrong place but not from what he hears. He hears we need to get out, be private. Maybe the company succeeds, maybe the assets just get sold. Doesn’t matter to him. He’s not going to buy anything except at a good price and then he’s going to get his money’s worth out of it. That’s what they do. Happy to pass on something if the price is too rich. Never looks back if he does. Doesn’t care if he should have paid more. But, when they buy, 99% of the time they get their money out and more. Don’t forgive themselves if they overpay.
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He said he knows someone at Barcourt. He’ll talk to him, find out what he needs to know, then he’ll make a bid or not make a bid. Larry said he presented the information that’s available for those who want to make an expression of interest. Also pointed out that, since we’re public, more information is available in our filings. Slozik had Williams show us out. It is obviously important that Barcourt remember that it is hackoff they are representing here. I don’t know whether there are other dealings between Barcourt and Condor or whether Slozik will actually contact anyone there but Barcourt should not give Condor any additional information without explicit approval from hackoff management. Donna
From: Sent: To: Subject:
Rachel Roth Thursday, March 14 9:52 AM Larry Lazard; Dom Montain; Donna Langhorne RE: Meeting with Condor Partners
Of course, Barcourt is representing hackoff in this transaction. We are fully aware of that. I’ve checked and Condor and Barcourt have been involved in deals together. One of our partners also plays golf with Slozik. Our Chinese wall is firmly in place so, obviously, there is no leakage of information between the teams working with the two entities. Frankly, I wish I could have been on the call. I am familiar with the way the buy-out firms work and may have been able to make the presentation go more smoothly. Nevertheless, I consider it a good sign that they said they’ll get back to you after checking with Barcourt. They don’t usually say this unless they mean it. Perhaps we’ll learn more about their level of interest when they call us. If so, we’ll be sure to pass it on to you.
From: Sent:
Rachel Roth Thursday, March 14
9:58 AM
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I don’t want to “rub it in” but I know it was Donna who insisted I not be allowed to accompany you on the call. I really do believe I would have added value with this important prospect. I also resent her insinuation that we might act unethically and reveal inappropriate information to Condor.
From: Sent: To: Subject:
Donna Langhorne Thursday, March 14 9:58 AM Larry Lazard RE: Meeting with Condor Partners
Yeah, right, she would’ve made the meeting better. That was just what we didn’t need. Notice that there’s a “Chinese Wall” but they’ll tell us what they hear from Condor. A Chinese Wall means they’ll tell both sides exactly what it’s best for Barcourt to tell us. Maybe we can figure some way to use that to our advantage.
From: Sent: To: Subject:
Larry Lazard Thursday, March 14 10:00 AM Donna Langhorne RE: Meeting with Condor Partners
Cool it; she’s doing her job.
From: Sent: To: Subject:
Larry Lazard Thursday, March 14 10:01 AM Rachel Roth RE: Meeting with Condor Partners
Cool it; she’s doing her job. ### “Larry, I shouldn’t be doing this,” says Rachel. They are in a noisy Italian pizza place in Dumbo under the lights of the Brooklyn Bridge. “I won’t tell,” says Larry. “Trust me. What are we doing by the way?” “I’m giving you a heads-up that I shouldn’t be giving you.” “I was hoping we were having a … uh … another tryst.”
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“We agreed that was a one time thing,” Rachel says. “Before that we agreed that it was never going to happen,” Larry reminds her. “Larry, we have a problem….” “Ahmed found out? Louise found out?” “Larry, this isn’t about us. You’re not going to want to hear this and, frankly, I shouldn’t be telling you.” “Why are you?” “Honestly, I’m not sure. I like you. I wanted things to come out differently. I hoped they would but…” “Are you marrying Ahmed?” “Larry, be serious. This isn’t about Ahmed.” “Then it must be about us, right?” “Not exactly. Look, this is hard enough. Please let me say what I have to say.” Larry says nothing. “Larry, you know we both hoped that, once hackoff was known to be in play, the stock would go up enough so we could get some bids that you’d consider attractive…” “Well, it went up and it went down. Story of my life. Not your fault we didn’t get better bids. Now we’ve just got to go ahead and make the company the success it can be. I know it’s a disappointment for Barcourt that it won’t get the big commission but you get what — more than a million — just for the fairness opinion.” “Larry, we have offers.” “Nothing real. An offer for some shit antihack stock to let us go down the tubes with them and an offer from the junk dealers — what’s their name — Condor, for about ninety cents on the dollar for our hard assets. Look, it’s not your fault—” “Larry, PLEASE let me say what I’ve got to say. This is the part I really shouldn’t be telling you yet, but you’ll know soon enough…” She tails off, but Larry says nothing. “You know,” Rachel resumes, “we have a very formal policy we go through in giving these fairness opinions…” Larry says nothing. “We have to be very careful and very thorough in what we do. We are working for the Board of Directors and indirectly for the shareholders.” “And?” asks Larry. “Of course, I’ll be able to show you the details later, but how it come out … how the fairness opinion is going to come out is that the right thing for the shareholders is hackoff accepts one of these offers.” “You’re shitting me?” “Larry, I told you you wouldn’t like it. But there it is.” “You’re telling me that Barcourt is going to say that best thing for our shareholders is we sell their assets to vultures for ninety-fucking-cents on the
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dollar, that we just throw away all the value of the intellectual property, the patents, all that?” “At the current stock price we’d recommend going with the antihack deal.” “Oh, is that what ‘we’ would recommend?” asks Larry, snarling now. “’We’ recommend that hackoff be part of that piece of shit antihack. That we let Georgie-boy Wrobly run both companies into the ground at the same time. That—” “Larry, I’m sorry. I knew you wouldn’t like that. But it’s just numbers. With the stock where it is, the antihack offer is worth more to the shareholders than the Condor offer. If the stock goes down, maybe Condor is the better alternative. At this point, I think we want to get them both into a final round of bidding, hopefully improve both offers.” “This isn’t going to happen,” says Larry. “This isn’t happening. We gave you the projections; we showed you what the company can be worth.” “We can’t disregard the auction process we’ve been through. And we can’t disregard what the market is telling us through the stock price. We have to take all those things into consideration.” “This is fucking circular. I’m not an idiot!” Rachel leans across the table. “Larry, no one said… Please keep your voice down.” “This is a con game to get a commission for Barcourt. You got two jobs. One: get us good bids. Didn’t happen. Two: figure out what is a fair price for the company in case there are no good bids. So what you’re saying is, since there’s no good bids, what the company is worth is something less than the bad bids. Bullshit! Didn’t you look at the numbers we gave you?” “Of course we did, Larry. Of course we did. But, even if we accept them as gospel — and we all know that there’s risk in those projections — we’ve still got to look at how the market is likely to view those results. Equally important, we have to look at how the market is going to value the company in the interim. We’ve got to look at the stock price actually coming down further if we say there have been no good offers and we’re just going to do more of the same.” “We showed you how this can be a company that makes lots of money even if the stock doesn’t go up again.” “Even if we accept those as a starting point — and we did — the numbers would be even better in combination with antihack.” “WHY?” demands Larry combatively. “It’s obvious…” “Not fucking obvious to ME!” “Please don’t shout, Larry. You could be overheard — even in this place. If we put the two companies together, they dominate the industry — of course, we don’t use the D word with lawyers around, but you know what I mean. If we assume that the market will someday value this segment again, then a single major company is going to get more value than even the sum of two competitors beating their heads in—” “There aren’t gonna be two competitors.”
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“Not if you two combine. That’s why it makes sense. I know you understand.” “antihack can’t stay in business,” says Larry. “They’re lucky they got as far as they did, mainly by copying us. They don’t have the technology; they don’t have the patents.” “Larry, there’s perception and there’s reality and it’s perception that matters because that’s what people act on. I know you don’t like to hear it, but the one theme we’ve heard through this whole process is that no one sees any difference in the technology of the two companies.” “So what happens next?” “Larry, I want you to understand…” “WHAT HAPPENS NEXT?” “Well, it’ll be more than a week before we finish the preliminary fairness opinion and the recommendations. Another week to go through internal review at Barcourt. Then we can show them to the management team first, if you like, but we do have to show them to your Board.” “And just to make sure I understand, what is your recommendation going to be?” “Well, it depends some on the stock price at the time, but basically it’ll be that we attempt to solicit firm bids that are somewhat higher from both parties — don’t want to eliminate either one yet — and that we get into a final negotiation process, which is hopefully a bidding war.” “Two weeks?” asks Larry. “What? Yeah, about two weeks. If you want to schedule a Board Meeting then, it might be helpful. But, please, I shouldn’t have told you anything. There’s still a lot to go through at Barcourt. Please don’t tell anyone.” “See ya,” he says and leaves Rachel alone in the noisy restaurant. He puts on his coat as he leaves the restaurant and heads uphill to the subway. On the way to the station, he calls Donna and Dom and arranges to meet them at the office. # On April 18, 2002, a large number of e-commerce sites are attacked by a hacker who calls himself or herself “Paul Revere”. A significant number of credit card numbers and authorization codes are stolen and quickly used. Even traditional shopping is affected since so many people have to cancel their compromised credit cards. For the first few days, neither antihack nor hackoff has anything to say publicly about the attacks. Initially, the stocks of both companies decline as analysts and chat groups alike speculate on what liability they have and how they will be affected by the general drop off in e-commerce. On April 23, hackoff closes at eighty-five cents, down from $2.05 the week before. antihack is down a slightly larger percentage.
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“At this price, Larry,” Rachel says in a phone call, “it looks like the Condor offer will be the better one.” “Is that right?” asks Larry. “Yes, that’s right. You don’t sound interested. We’re ready to send you a draft of our report. Is there a date set when we can meet with the hackoff Board?” “Not yet. We’ve been sort of busy with this virus thing.” “That’s certainly not very helpful coming right now,” says Rachel. “I hope Condor doesn’t use this as an excuse to lower their bid. But, knowing them, they might. Exactly how many hackoff-protected sites were hit by Paul Revere?” “We have nothing to say about that currently.” “Larry, we’re your bankers. This could be something material to factor into our analysis.” “We have nothing to say about that currently.” “I’m sorry, but you’re being unreasonable. We can’t do our job unless we have all the relevant information.” “Yeah, well,” says Larry, “being you’re a banker, you’re probably not a security expert, right?” “Why does that matter to what we’re doing?” “Because this is a security problem, not a banking problem. Hackers would like very much to know which sites have been hit and which haven’t, who’s vulnerable and who’s not. I tell you anything, you’d have to send it out over email at Barcourt. You think your email’s secure?” “Well, I don’t know, but I would think so.” “So did all the sites that got hit. Trust me, your email’s not secure. I wouldn’t even trust my phone if I were you. I’m not trusting any information to Barcourt that could be useful to hackers.” “So how are we supposed to finish our job? How do we know how much damage this is going to do to your valuation?” “That’s why you get paid the big bucks,” says Larry. “See ya.” He hangs up. ### Media Contact: Eve Gross Chief Marketing Officer 212 555 1000 [email protected] For Immediate Release HACKOFF.COM CUSTOMERS PROTECTED FROM ‘PAUL REVERE’
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April 29, 2002 — New York, NY — hackoff.com.® (NASDAQ: HOFC) has concluded an investigation of the effects of attacks by the hacker called “Paul Revere” on sites using hackaway™ software. Preliminary results indicate that no site which was using the software as instructed was penetrated by Paul Revere despite a large number of attempts. The company investigated fully reports by several customers that they had been compromised. However, in each such case, it was clear that the customers were not using the software in accordance with hackoff documentation. hackoff is working with all customers to assure their understanding of the proper use of the software. “I am very proud that our product withstood these relentless attacks,” said hackoff Chairman and CEO Larry Lazard. “The danger from hackers is clearly on the increase and we are dedicated to protecting our e-commerce customers and their customers from this danger.” # hackoff stock closes up twenty-six cents at $1.42 after trading as high as $1.67 during the day. On April 30, antihack announces that “a large number of its customers’ sites” had been successfully penetrated by not only Paul Revere but a number of other hackers as well. A preliminary investigation by the company has revealed that there was rogue code called a “back door” in an emergency upgrade antihack distributed to its customers in mid-March. This back door allowed the hackers who discovered it easy access to the sites of antihack customers. The preliminary investigation also found evidence that the antihack development facilities themselves had been hacked. The back door was apparently inserted during part of antihack’s software build process. Because security of the development site has been compromised and the exact compromise has not yet been found, antihack is unable to say when it will be able to deliver a fix to its customers. In the meantime, antihack advises customers not to assume that they are protected from Paul Revere and similar attackers. antihack stock closes down fifty-percent on the day at less than a dollar. hackoff stock continues to climb and closes up thirty-eight cents at $1.80 after almost reaching two dollars during the trading day. On May 6, hackoff announces a “competitive upgrade” program for licensed customers of antihack. The company will give a fifty-percent credit towards hackoff’’s hackaway software for those who pledge to remove the antihack product from their servers. Larry Lazard explains that the requirement that antihack software be removed is necessary for the safety of
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the customers since known and unknown problems with it might prove an end run around the hackaway protection. On May 16, hackoff stock falls twenty-five cents to $2.08 when the company announces that it has decided that the best course for stockholders is NOT being acquired. The company reveals that it has had several offers — one of which was from antihack — but these offers are below the price the stock is trading at and do not reflect the fact that hackoff protection was not penetrated by the largest attack on e-commerce sites ever to have occurred while software provided by hackoff’s major competitor was badly compromised. The announcement includes the fact that the company’s bankers, Barcourt & Brotherson, have issued an opinion that declining these offers is “fair” to stockholders. On May 28, antihack announces that it will not come anywhere near the sales or earnings which it had forecast for the second quarter. hackoff stock soars over $2.50 and closes at $2.47.
NASDAQ 2/26/02 - 5/28/02
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Chapter 13 - April 4, 2003 AM
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###
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Initial Interview by NYPD Detective Mark Cohen 4/4/2003
Ahmed Qali (9:01 A.M.) Q: Mr. Qali this is an informal interview. However, you do have the right to an attorney of your choosing. If you cannot afford an attorney, the City will provide one for you. Moreover, any statements you make to me today could be used against you in a court of law. This interview is being taped. Do you understand and agree to these conditions? Yes. I understand. Do you also agree to these conditions? Is it necessary for me to agree? I cannot proceed with this informal interview unless you agree to these conditions. However, you are not required to submit to a voluntary interview at this time and do have the right to be represented by an attorney. And, if I do not agree to these conditions and this interview, then what are the consequences? You do have the right to be represented by an attorney to answer questions. Your willingness or unwillingness to cooperate cannot be taken as evidence of guilt or innocence. If you are not willing to submit to this informal interview, you can and may be legally compelled to answer questions. At such time, you will still have the right to be represented by an attorney. Am I likely to be “compelled” to answer questions? That decision is not up to me. However, I can tell you that we are interested in learning more about your whereabouts early on the morning of April first and your relationship with the deceased, Lawrance Lazard. I believe that means I have no choice but to cooperate. I must reiterate that, at this point, your cooperation is purely voluntary. You also have a right to be represented by an attorney. We cannot proceed any further unless you do agree to the terms of this interview. I have no choice. Please proceed. You have a choice. Do you agree to the terms of this interview as I described them to you? Would you like me to repeat those terms? I agree to these terms. Please proceed. Do you wish to be represented by an attorney? I already said... You said you agreed to the terms. The terms include your right to be represented by an attorney. Do you understand and agree?
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Yes; yes. I have said that. Do you wish to be represented by an attorney? No, no. If, at any time during this interview, you wish to be represented by an attorney, please make that known and the interview will cease until representation has been arranged. Is that understood? Yes, it is. I am now handing you a consent form in which you acknowledge that I have advised you of your right to be represented by an attorney and that you have elected to proceed without an attorney at this time. Are you comfortable signing this form? No, I am not. But I will sign it. You should not sign this form unless you are comfortable with it. I will sign. The transcript of this interview will show that you reviewed the consent form, signed it and handed it to me. What is your full name? Ahmed Qali. Do you have a middle name? I do not. Are you married? No, I am not. Have you ever used any other name? I have given you the English version of my name. In my native country and in other Arab countries, I use the Arabic version of my name. What is that? Siyyid Ahmed Qali. You said you didn’t have a middle name; it sounds as if Ahmed is your middle name and your first name is Siyyid. Siyyid is a title, rather. It means simply that I am a descendant of the Prophet. Would native Arabic speakers consider these to be two forms of the same name? I believe they would. Have you ever been married? No. What is your address?
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145 111th street. It’s at the corner of 111th and Amsterdam. In Morningside Heights. Is that in Manhattan? Yes. It is. Is there an apartment number? Yes. It is apartment number two. Does anyone reside there with you? I believe you already know the answer to that question. For the sake of this interview, you must assume I know nothing. Would you like me to repeat the question? No. No one else lives with you at that address? No. No, I don’t need you to repeat the question. Does anyone else live with you at that address? I said I did not need you to repeat the question. Please answer the question. Yes. Who lives with you at that address? A woman named Rachel Roth. Do you and Ms. Roth have an intimate relationship? We both pay equal shares of the rent. That doesn’t answer my question. Then I don’t understand your question. Are you and Ms. Roth lovers? I have told you we are not married. Please understand that it is necessary for me to ask personal questions. I will rephrase my question. Do you and Ms. Roth have a sexual relationship? We do not. As I have explained, we pay equal shares of the rent. Are you saying that Ms. Roth and yourself are only roommates? We are roommates, yes. How long have you and Ms. Roth shared this apartment? Approximately three years and one month. Has anyone else lived with you and Ms. Roth in that apartment during this time? Yes.
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Who was that and during what time frame? I do not remember the exact dates. On one occasion my brother visited and stayed with us. Approximately when was that? For how long was he with you on that occasion? It was approximately in March of 2000. He was with us for two days. Has anyone else resided in the apartment with you and Ms. Roth for a period of longer than two weeks? No. No one has. Was there a time during your co-residency with Ms. Roth that you had a sexual relationship? Please define what you mean by “sexual relationship”? I think you probably know what that term means. I would appreciate it if you would answer the question. I believe your own President, Mr. Bill Clinton, has said that that term is difficult to define. Are you a politician, Mr. Qali? I am not political. In that case, I would assume you know what I mean by “sexual relationship”. I would like a definition of “sexual relations” before I answer that question. A few minutes ago, I asked you whether you and Ms. Roth have a sexual relationship. You answered me that you do not. I inferred from that answer that you understood what I mean by “sexual relationship”. Would you like to withdraw that answer? I would not. In that case, assuming I mean the same thing by “sexual relationship” now as I did when I asked the prior question about your relationship, please answer the question: At any time during your co-residency with Ms. Roth did you have such a sexual relationship? I would prefer not to answer that question. Do I take that as a “yes”? As I said, I am not answering that question. Am I compelled to answer that question? At this time you are not compelled to answer any question. Would you like to end this interview until you can be represented by an attorney? I have said that I do not now currently require an attorney.
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I must warn that you that I will terminate this informal interview if you insist on remaining uncooperative. I believe I am being cooperative. At what point during the three years that you and Ms. Roth lived together did you cease having a sexual relationship? I do not understand the meaning of “sexual relationship” well enough to answer that question. I am sorry. Did your sexual relationship with Ms. Roth end when her sexual relationship with the deceased began? I do not know when her sexual relationship with the deceased began. But you know she had one? I did not say that. Do you know that Rachel was seeing Larry Lazard? Of course, she is seeing Larry. Of course I know that. Her firm is the banker for hackoff and she is responsible in her firm for that account. Mr. Qali, please don’t play word games with me. My English is not sufficient— Your English is fine. When did you first know that Rachel and Larry were having sex? I ... I do not have an interest in her private life. Did you stop having an interest in her private life when you stopped having sex with her yourself? Was that when you found out that she was fucking her client, now deceased? Detective, I believe you are being abusive in the conduct of this interrogation. This is an interview, not an interrogation. Would you like to end this interview until you can be represented by an attorney? I believe it would be prejudicial for me to end this interview. You can believe whatever you like. I have explained that the choice is yours. We can have this discussion now, informally, or we can have a formal discussion in which you are under oath and are represented if you like, by an attorney. Please continue the interrogation. When and where were you born? I was born on May 1, 1968 in Beirut. Beirut, Lebanon? That is correct. Beirut is the capitol of Lebanon.
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I have been told that you identify yourself as Palestinian. Yes, I am Palestinian. But you were born in Beirut, which you have just reminded me is the capitol of Lebanon. How does that make you Palestinian? Have you ever lived in Gaza or the West Bank? I have never lived in the occupied territories. My family is from Palestine... Did they live in Gaza or the West Bank? They lived in what is now called Tel Aviv. That was their home for many generations. They were driven from there. Our house was confiscated by Zionists. They went into exile in Beirut. They lived there when I was born. That does not make me Lebanese. What does it make you? I am a Palestinian who cannot go home. I am a Palestinian whose home was stolen from him. Like many other Palestinians. Are you Jewish? During this interview, I ask the questions. Are you Muslim? I would like to know the answer to my question. I know a great many Jews, especially since I have come to the United States. My ... Miss Roth is a Jew. Larry Lazard is a Jew but his father is not. I cannot tell whether you are a Jew or not. What is your opinion of all these Jews you have met in the United States? They are quite intelligent. They do not think so differently than how we Arabs think. I believe we Middle Eastern peoples are more like each other than we are like the Europeans or other peoples who are here in the United States. But there is great conflict between Middle Eastern people. There is great conflict between European peoples. There is great conflict between African peoples, Asian peoples. We are not unique in that. You sound quite enlightened. Are you surprised? Perhaps you have an American prejudice against Arabs. Are you a Jew? That reminds me that you did not answer my question: Are you Muslim? Yes. Would you consider yourself an observant Muslim? I observe my faith as I believe is appropriate. I am here in Western clothes. I live among Westerners. I have not performed the Haj. Will you make the Haj? Do you attend a mosque?
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God willing, I will perform the Haj. I do attend a mosque. How often do you attend mosque? Which mosque? I attend mosque infrequently here in the United States. The mosques I have attended are usually in Brooklyn. There’s not one mosque which you consider to be your home mosque? There is not. Why is that? Isn’t that unusual? You have not told me what religion you have. I believe it is common for many Americans to have no place of worship that they attend regularly even when they identify themselves as belonging to a particular religion. Are you an American citizen? I am not, but I have made my residence here for many years. In some respects I am American. Have you made a study of Americans? I do not understand that question. You have shown your familiarity with our former President Clinton; you have made a comparison between the various ethnic groups which live here; you talked of American prejudice; you have now made a correct observation of American religious life. Are you a student of American culture? I am not a student; I am a businessman. Have you studied American culture academically? I did in preparatory school. Now I study Americans as a businessman. I must know the people I make business with. Please tell me your educational background. What would you like to know? What schools you attended and when. What degrees you achieved. From the age of six to nine, I attended the Koranic uh ... Institute, I think you would call it in English. It is in Beirut. I did not receive a degree from there. I understand. Was that first through fourth grade? That system is not used in that school. We were there and we progressed at an appropriate rate. I assume from its name that this is a religious institute. The school was not formally associated with a mosque, if that’s what you mean. But you did study the Koran?
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Of course. The Koran is the well-spring of our culture. The study of the Koran is the study of Islam. But it is also necessary for understanding the secular as well as religious aspects of the cultures of Islamic peoples. Were the teachers in this school Imams? Some were and some were not. Were you taught in this school to hate America and Jews? Was it a Madras? I believe you mean Madrassa. No, it was not that kind of school. All Muslims are not taught to hate; that, itself, is propaganda. We do not have the fanatic separation between secular and non-secular that you Americans have. Often they cannot be separated at all. But the schools I attended, while certainly Islamic, were at the secular end of the spectrum. Thank you for clearing that up. Why didn’t your parents have you attend schools which were more religious? They had me attend schools they believed would best prepare me for life, as your parents probably did. Where did you go after the Institute? I attended the Palestinian Middle School also in Beirut. I was there through what Americans would consider Junior High School, until I was fourteen. I did not receive a degree from that institution, either. Nor was I taught hate there although many of us — students and faculty alike — were very bitter at having our homes stolen and being exiled from our country. I understood that most Palestinians left Israel voluntarily because they were informed that the surrounding Arab countries were going to attack and they should get out of the way. Is that why your family left? I think you were taught propaganda in your school. Was it a Jewish school? I’ll ask the questions. Why did your family leave their home? They left because they were driven out by Zionists. Literally? Did armed Zionists come to the door and drive them out? I believe so. I was not yet born. Where did you go after middle school? I attended Phillips Academy in Andover, Massachusetts until I graduated from that institution. Is that a religious school? It is not. It is a secular school although it was religious at one time.
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When was it religious? What religion was it associated with? I believe it has been secular for the last century. It was originally associated with some denomination of Protestant. I do not understand these sects well. Join the club... What do you mean? I do not understand that. Do you mean that one must be Protestant to join some clubs in the United States? Have you been excluded from the clubs because you are Jewish? Please forget that last remark. Did your parents pay for you to attend this school in Massachusetts? Where did you live while you were there? Yes. My parents did pay for me to attend Andover and to board there as well. I lived in a dormitory called Abbot Stevens House. Are your parents wealthy? They have been blessed with good fortune. Were they blessed when they left Israel? They lost much when they were driven from their home. However, part of our family business was located in Beirut and so they had assets to draw on there in their exile. What was your family business? My father and his father were involved in trade. What did they trade? Fine items. Sculpture. Fountains. Islamic art. Their business was quite well-known. Are your parents still alive? Yes, thank God. Are they still in Beirut? They are now here. Here? The United States? New York? The precinct house? They presently reside in Park Slope in Brooklyn. When did they leave Beirut? Why? They left in 1982. Beirut had become inhospitable and no longer was a good market for the fine art they represented. They did not believe there was a good future for Palestinians in Beirut. Why is that? Lebanon has become a bone over which the Syrians and the Israelis fight. It has been destroyed. It is no longer a center of culture. It is no longer a place which is hospitable to Palestinian people.
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Did your father lose his business when Beirut became “inhospitable”? He did not. Is the business still in Beirut? It is not. Please explain. The business is no longer in Beirut. Where is the business? Do you not want to answer my simple question? I have given simple answers to your simple questions. The business is here, in the United States. While they were in trade in Beirut, my father and his brother, my uncle, established a part of their business in New York. So they had assets to draw on in New York when the time came. That’s happened twice, then? I do not understand. When things got bad in Tel Aviv, there were “fortunately” assets in Beirut. When things got bad in Beirut, there were “fortunately” assets in New York. Praise be to God. Where are there assets in case things get bad in New York? You would have to ask my father. After this school in Massachusetts, did you go to college? Yes, I did. Where did you go to college? Here in New York City. I attended Columbia University. Where did you live when you attended Columbia? Here in New York City. Did you live in a dorm? In a fraternity house? Columbia does not have fraternity houses. I lived with my parents in Park Slope. In the same place they live now? Yes. Did you graduate from Columbia? If so, when? What did you major in? I did graduate in 1990. My degree was sociology with a minor in mathematics. That’s an unusual combination. Did you attend graduate school? Yes, I did.
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Where did you attend graduate school? What degree, if any, did you receive? When? I received a Masters Degree in Computer Science from the Courant Institute at New York University in 1992. Where did you live while you were at NYU? Why did you go from sociology to computing? I continued to live with my parents. Did you ask another question? Yes. I asked what made you switch from sociology to computing. I believed that computer science was a better career path than sociology. I found that much of sociology consisted of making excuses for how people act. I did not wish to do that as a profession. Did computer science turn into a career path for you? Did you go to work after your Masters or did you continue in school? I went to work after graduation from the Courant Institute. However, I did not work in computer science initially. It has proven to be a career path, however. Please tell me each place you have been employed since your graduation — with dates. From 1992 until 1999, I was employed by my father and my uncle in our family business. That is located in Park Slope? The business is located in Queens on Rockaway Boulevard. And you were employed at that address during this whole period? That is our office. My business for the firm took me all over the world. What were the countries you visited most often? What’s the name of the firm, by the way? The firm is named Qali, Qali, and Qalid. You are the second Qali in the name? No, that is my uncle — my father’s brother. Who is Qalid? Qalid is the third partner. I already figured that out. Who is he? Another uncle? He is not my uncle. He is another partner. His name is Muhammad Qalid. Where does Muhammad Qalid live? He lives in Jenin.
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Where is Jenin? Jenin is in the occupied territories of Palestine. When did Mr. Qalid become a partner? He became a partner in 1998. Why did they need a partner in Jenin? I assume because he could help the business. My father and my uncle are businessmen and they make decisions based on what can help their business. You don’t know why he was added? I’ve already told you... You told me what you assume. You did NOT tell me that you KNOW why he was added. That is correct. Do you know why he was added? No. Let me digress a moment. Before you came to see me for this informal interview, did you ask anyone for advice on how to conduct yourself? I did. I— Before you answer, let me make sure you know that you have every right to have consulted with an attorney and, if you did so, you have every right to claim attorney-client privilege for that discussion and need not answer any questions about that discussion. Now you may answer. I consulted with my uncle. Is your uncle an attorney? He is, as I have told you, a businessman. Do you consider him to be your attorney representing you in this matter? I do not. Fine. Did your uncle advise you how to answer questions? He did. What did he advise you? He advised me to answer the questions that were asked and not to answer questions that were not asked. You can tell your uncle you’re doing that quite well. Did he advise you to tell the truth when you answer questions? He did not. Did he advise you NOT to tell the truth? He did not.
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Why do you think he didn’t advise you to tell the truth or not to tell the truth? I think he thought that such advice was unnecessary. Because you would know when to tell the truth and when not to tell the truth? I resent that implication. You have not answered my question. My uncle KNOWS I would tell the truth. He would have no need to so instruct me. What other advice did your uncle give you? He advised me not to be intimidated. He also advised me that I should expect to find prejudice against Muslims. Was he afraid you would be intimidated? No. Then why did he advise you against being intimidated? You said he didn’t advise you to tell the truth because he knew you would tell the truth. If he knew you wouldn’t be intimidated, why did he advise you not to be? His English is not so good. I do not believe he meant intimidation in the sense that you are using that word even though that is the word he used. What do you think he meant? I believe he meant to remind me that the authorities in this country do not have the same powers that the authorities in certain other countries have. If we did have those “powers”, then we’d be more intimidating? Yes. Did your uncle give you any advice on how you should discuss your relationship with Ms. Roth with me? No. Did you and your uncle discuss Ms. Roth? No. Does your family know about your relationship with Ms. Roth? My parents have met her. Do they approve of this relationship? In their culture, unmarried men and women do not share apartments. So they disapprove? Why do they disapprove?
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This is not clear? They disapprove of my sharing an apartment with a woman. Do they disapprove because she is Jewish? They disapprove because she is a woman to whom I am not married. Would they disapprove of your marrying Ms. Roth? The issue has not come up. Would they disapprove, in your opinion? They would disapprove because she has shared an apartment with a man. But not because she’s Jewish? They would prefer that I marry in our faith. They would prefer that I marry a Palestinian. They are not anti-Semitic, if that is what you mean to imply. What other advice did your uncle give you? He did not give me any other advice. Are you sure? Yes. You can, if you wish, follow your uncle’s advice and give the shortest possible answer to every question. You don’t even have to answer questions you don’t want to answer. But if you continue to follow that advice, this will be a very long interview. I have an appointment I must leave for in ninety minutes. You have the right to leave at any time. This interview can be resumed, under subpoena if necessary. Let’s go on. What countries did you travel to the most during your employment by your father, your uncle and Mr. Qalid? My most frequent trips were to the occupied territories. Of course, that meant that I had to transit Israel as well. I also visited Russia, Iraq, Saudi Arabia, Kuwait, and Qatar frequently. What were your duties at the firm? I bought and sold objects of art. Were these countries you visited places where you bought art or sold art? Which are which? In Iraq I bought art. Sometimes I bought art in Russia as well. In Saudi Arabia, Kuwait, and Qatar I usually sold art but sometimes bought some. When you bought art in Iraq, was this a violation of the UN embargo or the United States Trading with the Enemy Act? We were advised that it was not.
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By whom? By our attorneys. Okay. We won’t go into your attorneys’ advice. But we may come back to this whole subject later. You didn’t mention the “occupied territories”. I did. I said this was the place I went most frequently. Except for Israel, of course. You didn’t say anything about buying or selling there. I did not buy or sell there. Then why did you go there? I thought that’s what you did for the firm, buy and sell. I met with people in the occupied territories who had connections that enabled us to buy and sell in other places. Did you visit Mr. Qalid there? If so, was this before or after he became a partner in the firm? I did meet with Mr. Qalid in the occupied territories. I did meet with him there both before and after he became a member of the firm. Is Mr. Qalid a person with connections? He is. Why did you leave the family firm in 1999? I had an opportunity to enter another business which uses my knowledge of computer science. You didn’t use your computer science knowledge at Qali, Qali, and Qalid? I designed the company website. I was the contact when the firm needed to have computer work done. I ordered the personal computers and arranged for Internet access. These tasks, however, were incidental to my main responsibilities and did not require much knowledge of computer science. Did you join a dotcom in 1999? I did not. What company did you join? I became the United States representative for a group of programmers located in Jenin. They are known as the Jenin Cooperative Development Institute. How did you become acquainted with this group? I was introduced to them by Muhammad Qalid. Was that before or after he joined the firm? It was after. Was he trying to get you out of the firm? Were you rivals for succession in the firm?
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Mr. Qalid and I are not rivals; he is my benefactor. Why did he want you out of the firm? In what sense is he your benefactor? I do not believe he wanted me out of the firm. He is my benefactor because he introduced me to this position which uses my skills in computer sciences and enables me to help the Palestinian people. Were your father and uncle okay with your leaving the firm? They agreed with what I was planning to do. My father, like many fathers, would like to have a son in the business; but he also believes in what I am doing now. Is your brother in the business? He is not. Why not? He lives in the occupied territories. So does Mr. Qalid. Yes. So why can Mr. Qalid live in the occupied territories and work for the firm and not your brother? Especially if your father wants a son in the business? My brother has other interests. What are your brother’s other interests? They are not relevant to our discussion. Why don’t you tell me what they are and I will decide whether or not they are relevant? I know they are not relevant. I do not wish to discuss them. Why not? I do not wish to discuss that, either. Okay. I’ll assume your brother is into something that you don’t want me to know about, possibly some violation of US law. We’ll come back to that later. What are your duties as representative of this cooperative? I sell the services of the cooperative in the United States and I coordinate the work that the cooperative does for firms in the United States. I also assure that the cooperative is properly paid and that remittances are properly forwarded to them in Jenin. What are these services? Software and website development. Who are the customers? Firms that need software or websites developed.
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I could have guessed that. Then why did you ask me? I would like to know ... forget that. How did you find customers? This is very different from the business that you were in before. I don’t imagine that the same people buy software development who buy art. You are incorrect. Enlighten me. I just did. Right. I mean, please explain to me how you turned customers for Islamic art into customers for software development. Our customers in the United States are Palestinians and, to a lesser extent, other Arabic people. These people who buy art are wealthy; they are usually business people. Business people need software developed for their companies; they need websites. In 1999 companies without websites were suddenly at a disadvantage. Why didn’t they just outsource to India like everybody else? It is difficult to outsource, particularly for a small company that does not have its own technical staff. Moreover, these people would naturally prefer to have their work done by Palestinians rather than by Indians. Why would they “naturally” prefer that? They know how difficult things are for the Palestinian people in the occupied territories. They know that people can no longer travel freely or go to jobs in Israel. They know that there is little hope and much despair. And they want to help. So you went to your old customers and said: “Guess what, instead of selling you art today, I’m here selling software development and website design. If you buy from me, you will also be helping the Palestinian people.” Is that what you did? That is very close to what I did. Not in those words, of course. And why did they trust you to know what you were doing? Why did they trust these Palestinian programmers? They trust me because they know me. They trust me for the same reason they trusted me when I was selling art to them. In many cases our families know each other from Beirut or from Palestine. And why shouldn’t they trust Palestinian programmers? Why should they trust Indian programmers? Has this business been a success? It has provided employment for the programmers in Jenin.
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Is it a success for you? Are you making more money than you made at your family firm? Do you want to be an agent for the cooperative for the rest of your life? I obtain satisfaction from this work. I am able to support myself by it. I am hoping that the cooperative will grow. I am hoping that peace, if it should ever come, will allow the cooperative to grow and allow my role with it to grow as well. You didn’t answer whether you are making more money than you did with the family business. I am not. Are you making less? Yes. Is that why you need a roommate? To help with the rent? I had a roommate when I worked at the family firm. That’s right; you did. Do you have any financial troubles as a consequence of making less money? I do not. Has you making less money been a source of friction between you and Ms. Roth? It has not. Have you ever been unable to pay your share of the rent? No. You do understand that I will have an interview with Ms. Roth as well? I do. Okay. It’ll be interesting to know if she sees things the same way. Did you have any customers for the cooperative’s services who were not part of the Arabic community in the United States? Yes. Who are some of these non-Arabic customers? How did you meet them? Why did they buy from you? There is only one non-Arabic customer at this time. That customer is hackoff.com. Okay. Who at hackoff made the decision to buy from you? How did you meet them? Why did they decide to buy from you? Mr. Larry Lazard was the person at hackoff.com who decided that they would outsource to the cooperative. I met him through my ... through Miss Roth. I believe he bought from us because we represented a good value to his company. He also was concerned about helping the Palestinian people.
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Well, that saves some time. I was about to ask when you first met the deceased. When was that? I first met Mr. Lazard in the Spring of the year 2000. Where did you meet him? At an airport. He and Miss Roth flew back from the roadshow for the secondary offering together on a private plane. I picked her up at an airport in New Jersey and it is there that I met Mr. Larry Lazard. Were they having an affair then? I have no way to know that. Would you have cared if they were? Mr. Lazard’s wife, Louise Lazard, was also at the airport. I didn’t ask you that. Up until now you have been following your uncle’s advice and only answering the questions I ask. Why did you suddenly volunteer that information? I thought you were about to ask me that. I think you didn’t want to answer my question about how you would have felt if you knew then that the deceased and Ms. Roth were having an affair. It is a very hypothetical question. I cannot answer it. Were you and Ms. Roth having sexual relations then? At the airport? Certainly not. Sometimes you seem to understand what a sexual relationship is and sometimes you don’t. Did you and Ms. Roth still have a sexual relationship at the time you picked her up at the airport? I have not said that she and I ever had a sexual relationship. Why did you pick Ms. Roth up at the airport? Surely she could have arranged for a car service. I wanted to meet Mr. Larry Lazard. To see if he had a sexual relationship with Ms. Roth? No. I wanted to talk to him about using the services of the cooperative. Why did you think he would be interested in those services? Why were you selling to him at all since you seem to have concentrated on Arabic customers? He had made inquiries. Inquiries of whom? When? Of Ms. Roth? As I understand, he made inquiries when he was in Switzerland at some sort of conference. Who told you that?
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Muhammad Qalid. How would he know? Mohammed Qalid has many connections. Often he has given me before what you would call a “lead”. What I call a “lead” is something that helps me solve a murder. Is that what you are giving me? I was told that Mr. Larry Lazard has committed suicide. It is my job to determine who killed him. Do you have any idea who may have wanted to do that? I do not. Would you have had any reason to kill the deceased? I would not. What about the fact that he was screwing your girl friend? I had no reason to kill Mr. Larry Lazard. I did not kill him. What kind of business relationship did you have with the deceased? He was our customer. Was he a good customer? Did he buy a lot? Did he pay for what he bought? hackoff was buying more and more from us. Sometimes, as with many customers, there were disputes over payments. You mean the deceased didn’t want to pay your bill? There were sometimes disagreements over how much was owed. Why would that be in dispute? Our arrangement with hackoff requires them to pay us only on the completion of certain items. Sometimes Mr. Dom Montain would not agree that certain items were complete even though they were. Then what would you do? I would discuss these items with Mr. Larry Lazard. Then what happened? Usually Mr. Lazard would decide that the items were indeed complete and would authorize Mrs. Donna Langhorne to pay us. And if he didn’t think they were complete? Sometimes there would be minor things we would do as a courtesy so that Mr. Lazard would agree that we had finished. Why would Mr. Montain say that your work was not complete if it was?
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I do not believe that Mr. Montain wanted work to be given to us. It is common for the manager responsible for software development to want to keep it in-house even when it makes clear economic sense to outsource. And the deceased did understand that “it makes clear economic sense” to outsource? Yes. Do you think that Dom Montain might have killed the deceased in a dispute over outsourcing? I don’t know. A few minutes go I asked you if you knew anyone who might have killed the deceased and you said “no”. Now you’re implying that Mr. Montain might have killed him. Why did you change your mind? Why do you say that? I have not changed my mind. I don’t know who might have had a reason to kill Larry Lazard. I simply did not think about it. It said in the New York Times that he committed suicide. Now that you ARE thinking about it, can you think of anyone who might have wanted to kill the deceased? I cannot. Mr. Montain? I don’t know. Ms. Roth? Did she feel that the deceased had misused her in any way? I don’t know. Ms. Langhorne? I don’t know. The deceased’s wife, Mrs. Lazard — you’ve met her. Could she have killed him? I don’t know. Did you have reason to kill him? I did not kill him. That’s not what I asked you. I asked if you had reason to kill him. He was sleeping with your girl friend. I did not kill him. I am noting that you did not answer my question. At the time of the deceased’s death, did hackoff owe you money? hackoff.com owes money to the cooperative. It is normal for there to be bills outstanding. Is there currently a dispute with hackoff over whether work has been completed?
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Yes. A minor dispute. How much money is involved in this dispute? One-hundred and fifty thousand dollars. Had you discussed this dispute with the deceased? Yes. When? On the night of March 31. Where did you see him on the night of March 31? In his office. At what time? Approximately 11:00 PM — the time of our appointment. You are sure about this time? Yes. When did you last see him alive? When I left his office. When was that? Approximately 11:30 PM. Did you see him dead? No. I last saw him alive when I left his office at 11:30 PM. Mr. Qali, I have a very serious problem with what you’re telling me. I don’t think you’re telling me the truth. I am telling you the truth. Mr. Qali, there is very sophisticated alarm and detection system in the offices of hackoff.com. It would have showed if anyone entered the deceased’s office during the time you claim to have been there. I’m giving you this information so you will have a chance to tell me the true story of when you last saw the deceased and where you were on the night he died. I have told you the true story. Surveillance shows that you did not enter the deceased’s office when you said you did. Do you still insist that you did? I did. Surveillance simply does not show it. What do you mean? Surveillance does not show me entering Mr. Larry Lazard’s office... That’s what I just said. It is not.
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We can play the tape back if you would like. It is not necessary. You said that surveillance SHOWS that I did not enter Mr. Larry Lazard’s office. That is incorrect. It is true that it does NOT show me entering the office, but that is not the same as showing that I did not enter. Come again? The alarm system was programmed to ignore me when I came into his office just as it was programmed to ignore my entry into the building, my use of the elevator, and my entry into the hackoff.com offices. How do you know that? I programmed it to do that. Go on. That is why it did not show me entering the office; it was programmed to ignore me. Why did you do that? Because Mr. Lazard instructed me to do it. Why would the deceased tell you how to turn off his alarm system? When did he do that? Mr. Lazard gave me the access codes to make the alarm system insensitive to me — it wasn’t turned off,just insensitive to me — so that we could have private visits. He gave me the codes last year. How does the system recognize you? By my RFID. I understand that hackoff employees have RFIDs in their badges. Why do you have one? Does it belong to a hackoff employee? No. I am a hackoff contractor. I have a contractor badge. It has an RFID. This also gives me access to the building and the offices and activates the elevator to take me to their floor. You’re not on the elevator surveillance tapes. I am told surveillance is deactivated by the code I was given. The deceased gave you a code so that you could enter his office without being detected. Why was he trying to keep your visits secret? He told me that there was resentment over the outsourcing to the cooperative so that the less people who knew we were meeting, the better. Was there any particular person he wanted to keep your visits secret from?
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He didn’t say. What do you think? I don’t know. Could he have wanted to keep Mr. Montain from knowing about your visits? You have already identified Mr. Montain as someone who resented the outsourcing. I don’t know. What do you think? It is possible. I don’t know. Did anyone see you enter or leave the deceased’s office? Mr. Larry Lazard saw me. He’s unlikely to corroborate your story. Did anyone besides the deceased see you enter or leave the office? Not that I am aware of. Did anyone who is still living see you enter or leave the hackoff premises? The building itself? Not that I am aware of. Sometimes there are homeless people near the entrance but I do not remember them being there. How did you get to and from hackoff? Where were you immediately before and where did you go immediately after? I went to hackoff.com from my apartment and returned there. I took a taxi in each case. Did you keep the taxi receipts? I believe I did. Do you have them with you, by any chance? I do not. Are you willing to fax them to me today? I will not be able to do that until later tonight. That’s okay. Did anyone see you leave your apartment and return? Miss Roth saw me leave. Did she see you return? No. Why not? I did not see her. I believe she was asleep. You don’t sleep in the same room? No. Do you know she was there when you returned? I am not certain.
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A moment ago you said you believed she was asleep. Now you are saying that you don’t even know if she was there. That is correct. What made you think she might be there asleep? Her door was closed. Couldn’t she have closed her door and gone out? Yes. What made you think she was there behind the closed door? Did you hear her snoring? If I had heard her snoring, I would have known she was there. I do not know if she was there. But you believed she was there? Yes. Why? Her coat was in the closet. She was there at 7:00 AM when I came into the kitchen. What was she wearing when you came into the kitchen? A bathrobe. Had she put makeup on? Did she look like she had just gotten up or just come in? I don’t know. Did anyone else see you leave or return? Not that I know of. Except the taxi drivers. You didn’t see anyone at hackoff besides the deceased? I saw Mrs. Langhorne. You just told me no one saw you enter or leave hackoff. I don’t believe she saw me enter or leave. But you saw her? That is correct. Where did you see her? I saw her in the corridor that goes to Mr. Larry Lazard’s office. But she didn’t see you? I don’t believe so. She had her back to me and was walking in the same direction I was. You know her? I do. But you didn’t say hello?
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I did not. Why not? Mr. Lazard wished to keep our visits private. What if she had seen you? Certainly she might have turned around or been walking the other way. Then she would have seen me. What about keeping visits private? Then this visit would not have been private. It was not a secret that the cooperative did work for hackoff. Mrs. Langhorne herself was involved ... is involved in paying the bills. What was Ms. Langhorne wearing? I don’t remember. Was she wearing slacks or a skirt or a dress? I believe she was wearing slacks. What kind of shoes was she wearing? I don’t remember. How was her hair arranged? I don’t remember. Was it down and around her shoulders? I don’t think so. Was it braided? I don’t think so. Perhaps it was fastened in back. How could you be sure it was Ms. Langhorne? You only saw her from the back. I am sure. Do you expect the work for hackoff to continue following the death of the deceased? I do not know. I hope so. Why would it not continue? Mr. Montain does not wish to work with the cooperative. I do not know how much influence he will have on Mrs. Langhorne. How does Ms. Langhorne feel about outsourcing to the cooperative? I don’t know. She pays your bills, though? She pays bills that Mr. Larry Lazard tells her to pay. Tell me about your discussion with the deceased.
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What discussion? The discussion you had on the night of March 31 in his office between 11:00 PM and 11:30 PM. I discussed with him the matter of the work we have completed and not been paid for. Did he agree that you had completed the work and should be paid for it? He did agree. Had he been aware of the dispute prior to your visit? He had. Was it the only subject of your meeting? It was. Did he know it would be the subject of your meeting? He did. How was the meeting set up? I called Mr. Larry Lazard. When did you do that? Earlier that day. At what time did you call him? At approximately 11:00 AM. And what did you tell him on this phone call? I told him that there was a dispute. Was he surprised? He was not. He already knew about the dispute? Apparently. How did he know about the dispute? I do not know. Perhaps Mr. Montain told him. Could Ms. Langhorne have told him? She could have. Did you later learn who told him about the dispute? I did not. Did you discuss the dispute on the phone call setting up the meeting? I already told you that. You told me that you set up a meeting to discuss the dispute. You did not tell me whether you discussed the substance of the dispute on the call. Did you?
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We discussed the dispute briefly. Did you attempt to settle the dispute on the telephone? We did not. Why not? Mr. Lazard said that he had to get more information. Did he say who he would get this information from? He did not. Would that have been Ms. Langhorne or Mr. Montain? I don’t know. What do you think? I don’t know. But it is possible he talked to one or both of them about the dispute after your phone call and before your meeting in his office? It is possible. Why was a meeting set up? Why not another phone call or an email after the deceased got the information he wanted? We felt it would be better to meet. Whose idea was it to meet in person? I don’t remember. Did you think it was a good idea to meet in person? It was what we agreed to do. Was it your idea to meet in person? I have already told you that I don’t remember. You said there had been such disputes in the past? That’s correct. Did you meet in person to resolve those disputes? Sometimes we did and sometimes we did not. Was this dispute different than the other disputes? The amount of money was larger. So that made you want to meet in person? I have already told you that I do not remember whose idea it was to meet in person. Did you have any communication with the deceased between the time that you made the appointment and when you saw him in his office? I did not.
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Did you tell anyone else about the meeting you planned to have with the deceased? I did not. You didn’t tell Ms. Roth? No. Did you resolve your dispute with the deceased? My dispute was not with the deceased... Oh, sorry, I misunderstood your question. The dispute concerning our work was ... resolved, yes. You don’t sound certain. Was it completely resolved? It was. What was the resolution? We did the work. We would be paid. In full? In full. Immediately? We did not discuss timing. Why not? Doesn’t it matter when you get paid? It was not a matter of concern. Our experience has been that hackoff pays its bills promptly once they are approved by Mr. Lazard. How did you convince the deceased that the work had been done and that the payment should be made? Surely he would have had questions. Mr. Lazard had already determined what work had been done. He had looked into it before I got there. He was satisfied. Then why was it necessary for you to meet? I ... I don’t understand the question. The meeting had been scheduled. You scheduled a meeting in order to resolve a disagreement. I understand that. However, you told me that the disagreement was resolved between the time the meeting was scheduled and the time the meeting actually took place. If that’s the case, what need was there for you to go all the way downtown to meet with the deceased in the middle of the night? I did not know that Mr. Lazard had resolved the matter to his satisfaction until we met. But the deceased knew. Why didn’t he call you or email and tell you that he agreed that you should be paid, so there was no need to meet? I have no way of knowing that.
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Were you and the deceased friends? Would he have left the meeting on his schedule just to have the pleasure of talking with you? We were business acquaintances. Did you stop being friends when you found out about his affair with Ms. Roth? Our relationship has always been that of business acquaintances. Did your relationship change in any way when you found about his affair with Ms. Roth? Did that make it awkward to do business? I have not said that I knew that he had an affair with Ms. Roth. But you did, didn’t you? You have told me of it. Has anyone else told you of it? Is this a surprise to you? I have not said that. You have not said what — that this is a surprise? Who, besides me, told you that they were having an affair? Dom Montain told me that. Why didn’t you tell me that before? When did he tell you that? You didn’t ask me. When did he tell you? I don’t remember exactly. It was several months ago. How did he tell you? I do not remember his exact words. Did he email you? Phone you? Tell you in person? He told me in person. What was the occasion? Where were you? What was your reaction? I was here for a meeting with Mr. Montain. What was the meeting about? The meeting was about the schedule for the work that we are doing for hackoff. Was the meeting friendly? It was a business meeting. I mean, was the tone friendly? It was not. Why? In what way was it unfriendly?
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I have already told you that Mr. Montain did not like hackoff to outsource work. He said we were not done when we were. He delayed our payments. His tone was not friendly. Were you unfriendly? I was businesslike. It is not dignified to be unfriendly. Was Mr. Montain businesslike? He was not. You were discussing a schedule. How did the subject of the deceased and Ms. Roth come up? He brought it up. He said that they were ... sleeping together. Why would he bring that up? Perhaps because he was angry. I do not know. Perhaps he wished to make it difficult for hackoff and the cooperative to work together. How did you react when he told you they were sleeping together? I did not react. Meaning you did not react in a way Mr. Montain could see? Or had no reaction whatsoever? I did not react. Emotionally, how did you feel? This was not a place for emotions, this was a business meeting. How did you react when you got home? Did you accuse Ms. Roth of sleeping with Lazard? I did not accuse her. Did you discuss it with her? I simply told her what Dom Montain had said. What did she say? She did not say anything. She just sat there and listened? She went out. Was she angry? Afraid? Why did she go out? I don’t know. What do you think? Possibly she had an appointment. Did you discuss this with her at any later time? No.
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Did she say anything about sleeping with Larry at any later time? No. So you just dropped the subject. Never said anything again about the fact that your lover of several years was screwing another man. Is that correct? I did not say that she was my lover. Is it correct that you never discussed it again? I don’t remember. A minute ago you said definitely “no”, you didn’t discuss it. Now you say you don’t remember. If you think harder, will you remember more? I don’t remember whether we discussed it. Do you think Ms. Roth will remember? She may. I don’t remember a discussion. If there was no discussion, she will not remember it, either. If there was a discussion which I have forgotten, then she may remember it although I do not. Is she more likely to remember such a discussion than you are? Yes. Why? Because she is a woman. You have said that I would be able to leave this interview in time for my appointment. The time has come and I must leave. I only have a few other questions at this time. I will ask them quickly. If you answer quickly and completely, we can save a lot of time. If I have to ask you six questions to get each answer, then it will take longer. Back to your meeting with the deceased: When did he tell you he had decided that your work was complete? I told you that. During our meeting. You’re wasting time. You’re right — I did ask you that and I believe you know what I’m asking. Detective Cohen, you have many times repeated questions to me that you had already asked in an effort to obtain a different answer. I... Fine. Did he tell you just as you walked in the door? Did he make you beg? Did you discuss something else — golf, the weather, Middle Eastern politics — before he got around to telling you? He told me almost as soon as I arrived. What did he say?
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I do not remember exact words, but I think he said: “You are right. The work is complete.” Something like that. Did he apologize for the dispute? He did not. Why did the meeting last longer than five minutes then? Why were you there for approximately half an hour? What did you discuss next? I was interested in more work for the cooperative. I made some suggestions. How did the deceased respond? He said there would probably be more work. He said that he would think about it and that he would get back to me. Did you discuss anything else? We did not. Did you see a gun in the deceased’s office? I did. Had you seen the gun before? Yes. Where? In his office. Are you sure it was the same gun? Are you an expert in guns? No, I am no expert. But I believe it was the same gun. It was a revolver, an antique. Is there any reason why your fingerprints would be on the gun? It is possible. Did you shoot Larry Lazard with that gun? I did not. Did you shoot Larry Lazard with any gun? I did not. Why would your fingerprints be on the gun? I picked it up. What did the deceased say when you picked up his gun? He did not say anything. He was not there. Where was he? He said he felt ill. He left the office and I believe went to the men’s room. How long was he gone? Approximately five minutes.
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What did you do while he was gone? I picked up the gun and I looked at it. Why did you do that? It was not in its usual place. It was on his desk. Usually it was on his table. That made me curious. I wanted to see if it was loaded. Did you think he was threatening you with the gun? Perhaps. When I first came in. I was surprised to see it on his desk. But our meeting was not adversarial so I did not think that later. Was it loaded? I saw no bullets in the cylinders. There may have been a bullet in the chamber. Why didn’t you look in the chamber? I was not sure how to do so. I did not wish to fire the gun if it were loaded. And Mr. Lazard was returning. So you put the gun down. A gun that might have been loaded and that you were afraid the deceased might use to shoot you. Is that really what you did? I did. I did not believe Mr. Lazard would shoot me. I think if a man intends to kill someone he does not do so in his office. And he would have more than one bullet in his gun. How did you know there was one bullet in the gun? I didn’t know that. I only knew there was no more than one bullet in the gun. Did you think there was one bullet in the gun? I had no reason to think that. Can you think of any reason why the deceased would want to kill himself? I did not know him well enough to say. Did he seem despondent to you? No. How did he seem? He was businesslike. Did he tell you of any particular problem? He did not. Can you think of anyone who would want to kill the deceased? Again, I did not know him well enough to say. Would Mr. Montain have been pleased to learn that the deceased agreed to pay you for your work? That he was considering outsourcing more work to the cooperative?
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I doubt he would. Could he have killed the deceased? I suppose he could have, but I have no way to know this. Is Ms. Roth angry with the deceased? I don’t know. Could she have killed him? Again, I don’t know. You said she was in the apartment when you came home. How could she have killed him if she was in the apartment? I did not say she was in the apartment; I said I BELIEVED she was in the apartment, but that I didn’t see her. I must go to my appointment. Did you tell your uncle that your fingerprints are on the murder weapon? I don’t know that there is a murder weapon. I believe Mr. Larry Lazard killed himself. Did you tell your uncle that your fingerprints are on a gun in the deceased’s office? I told him that was a possibility. What did he say? I already told you what he said. He advised me to cooperate with your investigation. Are you? I don’t understand. Are you cooperating with my investigation? Yes. Yes, I am. I have answered your questions. But I must go now. Does anyone know that the deceased agreed to pay your bill? I don’t know. Did he send any sort of email or leave a message for anyone saying to pay the bill? I don’t know. Has the bill been paid? I don’t believe so. Have you checked with Ms. Langhorne to see if it will be paid? To see if she knows that Larry okayed it? I have heard from Ms. Langhorne that our relationship will continue and that invoices will be paid on a timely basis. She sent an email to that effect. Why did she send you that email?
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I would assume that she sent similar emails to other vendors and to customers. But I do not know. Two things: Don’t forget the cab receipts and don’t try to leave the country. Am I under arrest? Not at the present. You will be if you attempt to leave. #
Mark goes immediately back to his cubicle from the interview room to check his email. One message contains the results of a trace he ordered run on Donna Langhorne’s cell phone calls the night of March 31. The trace shows that her phone was connecting via towers in lower Manhattan from 9:30 PM on. At one point, her phone connected to a tower in Brooklyn. “So we know she was lying,” Mark explains to his boss, Captain Joseph DeNapoli. “She wasn’t in her apartment. She was at least near the scene.” “Do you want to get a warrant?” DeNapoli asks. “Arrest her? Search her place? Her office? You said her husband’s a lawyer. Anyone we know?” “No,” says Mark. “I don’t want to arrest her yet. I can’t pin her to the building yet, just the neighborhood. She lied and that hurts, but we don’t have her in the building.” “Where the fuck else’d she’ve been?” asks DeNapoli. “That’s where she was,” says Mark. “I know; you know. Can’t prove it yet. Can’t prove murder yet. Her husband’s a lawyer, like I said. We don’t know him. At least I don’t know him; he does securities class action bullshit. Probably never seen the inside of criminal court. But he works for Grant & Gilding and they’re well-connected and they’ve actually got a good litigator now that all their white collar clients are getting charged. Really want to pin her down and see if we can crack her all at once.” “You’ve got a witness, this Ahmed guy…” “Ahmed, yeah. He saw her from the back; never saw her face. Would be terrible as a prosecution witness. He’s like an Arab Mr. Spock. And he could be the killer. Only reason to think it’s her, not him, is she lied. And he’s lying, too. About something.” “How d’you know he’s lying? I mean there’s all that bullshit you told me about whether he’s fucking the broad or not and whether he knows the deceased was boffing her too. But he sounds like he didn’t want to lie.” “Sure as hell didn’t want to tell the truth,” says Mark. “His uncle should’ve been a fucking lawyer.” “Why did he fight you to prove he had access to the deceased? You told him he was lying and he told you about turning off the security. He’s gotta know that you know he has motive. And now he goes out of his way to prove he had opportunity. Why’d he do that?” “That surprised me. But it makes sense if he thought I was gonna find out anyway. I think he just had good advice. Look, the only reason we think
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Donna’s a more likely suspect is that she lied to me about being there. Ahmed could’ve been the killer too. We’ll see if he comes up with the cab receipts, but there’re plenty of Arab cabbies who could’ve done him the favor. Even if the receipts are real, he could’ve come back down again to kill the deceased. Got back into the office the same way. Turned off the alarm the same way.” “You sure you just don’t like him? Because he’s an Arab and all?” “I don’t like him. But I don’t think that’s why. He wanted to set up this Jew-Arab thing. Kept asking me if I’m Jewish. Shit, my name isn’t Smith or O’Hara, it’s Cohen.” “So he knows your father is Jewish but that doesn’t make you Jewish. You told me that stuff. Your mother’s not Jewish so you’re not Jewish. Maybe that’s what he was asking. I mean his girlfriend’s Jewish. Maybe he knows all that shit. Maybe he’s just trying to bond with you.” “You think? Well, whatever. We still don’t have Ms. SI Swimsuit pinned down in the building. When we do, that’s when I think we bring her in again. Maybe arrest her; maybe not. But we bring her in when we can put her at the scene. Maybe after we eliminate some other suspects, too. We got a lot a people without alibis. Ahmed doesn’t really have one; Donna doesn’t; Louise, the deceased’s wife, she’s got no alibi. We’ll find out more from Rachel Roth tomorrow, but Ahmed sure wasn’t going out of his way to give her an alibi. “Didn’t matter so much when this looked like suicide, because the deceased’s all alone in his office and the security system says no one else has been through the door. But now, if we believe Ahmed, you can turn the thing off. Larry knew how to do it. Ahmed knew how to it. Maybe everybody in the company did. So we don’t know who else went through that door. We don’t even know who else was in the building. We can’t believe the elevator surveillance camera. Defense attorney would have a lot of fun with that. There’s a whole shitload of people with motives and no alibis. A couple, at least, with their fingerprints on the gun. Only one even close to having an alibi is Dom Montain. And I gotta talk to him.” “What about the mushrooms?” asks DeNapoli. “Shit, I don’t know,” says Mark. “That complicates the whole fucking thing even more. Defense attorney’s gonna say he ate the mushrooms, made him crazy so he shot himself. And it looks like someone put bad mushrooms in with the good mushrooms ‘cause there’s no bad mushrooms in the batch we got from the deceased’s wife. But there’s no good chain of custody of that batch. Maybe it didn’t come from the same mushroom hunt. Maybe, some reason all the bad mushrooms got into the half the deceased brought to work. That’s not solid either.” “What do YOU think?” “Don’t know. Want to keep my mind open. But too much coincidence. Usually a guy only gets one way to die at a time. But maybe not.” “Okay, Hamlet,” says DeNapoli. “You keep your mind open. Let me know when it’s closed on a suspect.”
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HOFC Daily Trading 4/4/03 (at close)
$1.80
$1.60
$1.40
$1.20
$1.00
$0.80
$0.60
$0.40
$0.20
$4/4/2003
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Chapter 14 - April 4, 2003 PM
“So how’d you get into the building security system?” Mark Cohen asks Dom Montain. They’re sitting in chairs across from each other at a small round table in Dom’s office at hackoff.com. “What’re you talking about?” asks Dom. “Look, I know there is a backdoor into the security system. Someone told me about it, okay? I understand—” “Who told you?” asks Dom. “I get to ask the questions,” says Mark. “I’m the detective. So I know there’s a backdoor. Alright?” “I don’t know that anyone told you anything,” says Dom. “You call a phone number. You enter a code. The surveillance doesn’t see you when you go through a door. Like the door to Larry’s office. The system doesn’t remember when you use your RFID card to get into the office or even the building. The surveillance camera in the elevator doesn’t even see you.” “Okay, so you know about the system.” “Look, you’ve got an alibi. Why aren’t you telling me the truth?” “When did I lie to you?” asks Dom. “You didn’t tell me about the backdoor. You weren’t going to tell me anything until I proved to you what I knew. That’s what guilty people do. You did have motive to kill the deceased.” “I didn’t lie. The backdoor is a secret. You discovered it; that’s fair. But I didn’t have to tell you.” “This isn’t a computer game,” says Mark. “It’s real. Look, Dom, you’re a smart guy. You know if surveillance is right and no one went into Larry’s office, then it has to be suicide. And you know, if there is a backdoor, then anything’s possible. Your failure to tell me about that could be construed as obstruction of justice.” Dom says nothing. Mark continues: “I also understand now why you were surprised when I asked you about being in the deceased’s office. You thought you had the backdoor activated. You didn’t think I’d see you. Why didn’t the backdoor work? Why were you recorded going in and out?” “The simplest explanation,” says Dom after a brief pause, “is that I never activated the backdoor and—” “Tilt,” says Mark. “If you didn’t activate the backdoor, you wouldn’t have been surprised that I knew you’d been in the office.” “I told you I was surprised because it took you so long to do everything else like check email that I didn’t think you’d have seen the log yet. That’s all.”
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“Are you going to answer my question?” “What question?” “Why didn’t the backdoor work?” “Why do you think I know how the backdoor works?” “Because,” says Mark leaning towards Dom, “it’s impossible that you don’t. You wrote it.” He leans back. “How do you know that?” asks Dom, leaning forward in turn, then straightening as Mark takes his time in answering. “There are actually two reasons,” the detective says at length. “They reinforce each other. For one thing, the hack is really good. It not only disables selective elements of hackoff’s security system — that would be fairly easy for an insider — but it also seems to disable parts of building security which I’m guessing are on a totally separate system.” “They are separate. What’s the second reason?” asks Dom leaning in again. Mark relaxes further back into his chair. “I can’t believe that anyone else would be able to hack into a system you were responsible for. Security is one of your systems. So my guess is that only you can get into it. That’s the stronger reason. Unless you’re telling me there’s a smarter hacker than you around here.” “Not likely,” says Dom. “That’s why I’m CTO.” “What about the deceased? He wrote ‘Gotcha’.” “That’s why I’m the CTO.” “Because the deceased wrote ‘Gotcha’?” “Because I’m the better hacker; better programmer, too. Look, nothing wrong with that; I’m not the CEO type and he was … once was, anyway.” “So, okay,” says Mark. “You’re the top hacker. You put the backdoor in the security system. How did you get into the building system, by the way?” “It has an interface that lets us update its list of eligible RFIDs and get reports. Piece of cake to get full administrative rights, add some code. Almost too easy.” “Did that worry you?” asks Mark. “If it’s hard to get in then fine, only you can get in. But if it’s easy, maybe anyone can and one line of your defense is down.” “Right,” says Dom, “exactly what I thought. Good deduction. Once I got in I hardened up their defenses a little, did everybody a favor. Also made sure I get a notification if anyone tries to break in like I did or some other way. You’re right; it is our outer perimeter.” “Anyone try to break in?” “Sure; all the time. But that’s no big deal. Except for one, they were all amateur attacks. Probably didn’t even know what they were attacking.” “And the one?” “Nothing … just not so amateur. That’s all. Nothing.” “When did this nothing happen?” “I don’t know. Six months ago, something like that.” “What did you do?”
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“Nothing. Didn’t have to. If I hadn’t hardened the system, maybe they would’ve got in but I did, so no problem.” “Why?” asks Mark. “Why what? Why wasn’t it a problem?” “Not what I’m asking,” Mark interrupts, pauses, resumes. “What I’m asking is. Why’d you put the backdoor in?” “Claustrophobia,” says Dom. “I don’t get it. Are you claustrophobic? Even if you are, why does that make you put a backdoor in a software system?” “Used to be,” says Dom. He pauses and resumes. “I used to be physically claustrophobic. I’m not any more. But I still don’t like to be trapped. Maybe just my gamer mentality. Look, just because you put up a fire escape doesn’t mean you know there’s gonna be a fire. But you can’t wait until there’s a fire, then put up the fire escape. Right? I mean, you gotta do it in advance. So I can’t wait to build a backdoor until I know I need it. Probably too late then. I build it right away. Like a fire escape.” “Ever have to use it?” asks Mark, holding eye contact after the question. “The backdoor?” “I’m not asking about the fire escape. Have you ever had to use the backdoor.” “I never had to use it.” “You’re playing games with me,” says Mark. “I thought we understood each other. I didn’t ask you if you HAD to use it; I’m asking if you DID use it. Did you?” “Well, you know, you build something, you have to test it. So, of course I did that. And if it’s built into something volatile, like someone else’s software, you gotta test it periodically — make sure it didn’t go away. So, yeah, I use it. But I never HAD to use it.” “Why did you use it when you went into the deceased’s office the day before he died?” “Didn’t say I did.” “Dom, no games. I know you used it then. You know you did. It didn’t work and you were surprised when I knew you’d been in his office. Why did you use it? Why didn’t it work?” “I don’t know.” “You don’t know what? Why it broke or why you used it?” ”I-don’t-know.” Dom’s voice is becoming mechanical, losing overtones and normal cadence. “Okay, look,” says Mark almost kindly, “clearly we have a problem here. It’s in your best interest to come clean about this. This is a murder investigation and you had motive and you could’ve gotten in around the time of death without leaving a trace…” “I didn’t do it,” says Dom. “You already checked my alibi; I know you did. I wasn’t there and I can prove it.” “A couple of bartenders with criminal records say they know where you were — that’s not very good proof. Or you could’ve hired someone; told him
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how to get in, or turned off security for him. I’m doing you a favor, telling you don’t think you’re in the clear; you’re not.” “You-think-I-killed-Larry?” asks Dom in an even flatter and more mechanical voice. “I didn’t say that,” says Mark firmly but quietly. “I said this is a bad time for you to start acting suspicious. I’m gonna do you more of a favor. I’m gonna ask you an easy question; let you relax; let you decide to answer my other question. Then I’m gonna ask the hard questions again.” “Okay.” “Don’t use your talent for multiprocessing to think up a good lie to answer my questions with. That isn’t gonna work. Yeah, I saw you start to do that. Use the time to relax so you can tell me the truth. Now I’m gonna ask the easy question. How do you turn off the building security camera in the elevator? There’s a guy supposed to be watching those things. Doesn’t mean he watches all the time, but he’s supposed to. He’s gonna notice if suddenly one of the cameras goes black. Then you draw attention just at the wrong time. How’d you do it?” “I gotta tell you all my secrets?” asks Dom, but he is smiling. “Tell.” Dom explains: “You’re right: the camera can’t go dark. Can’t just freeze on the current frame either, because the camera pans. If it stops, it doesn’t look right. What happens is that, when the code is active for entrance to the building, a certain elevator is dispatched to the ground floor the first time it’s idle. I’m assuming that when it’s idle and hasn’t been called to a floor, it’s empty. Anyway, that means some pictures are being generated of an empty elevator. Okay? Now we capture that sequence — exactly twenty-seven seconds for a complete sequence. Start inserting that as a loop instead of what the camera’s REALLY seeing. Still looks fine to the guy watching ... if he’s watching. Then I get in, says it’s me, testing, I get in and use my RFID to pick the floor. Now the software knows it’s me that got in and not someone else. So, once it lets me out at hackoff’s floor, it can let the real feed from the camera get through again.” “Pretty smart,” says the detective. “I like the part about recording the loop right before you use it instead of using a prestored loop. I’m guessing that’s in case there is something strange about the elevator that day. A light bulb burnt out. Graffiti. It’s just been cleaned. Something like that.” Dom is suddenly animated. “That’s right! That’s exactly right.” “Why did you activate the backdoor when you went into Larry’s office the day he died?” Mark asks gently. “I-didn’t-know what would happen,” says Dom very quietly and mechanically. “I-didn’t-know if he’d be there or not. I-told-you-that. If he wasn’t there, I didn’t want to leave him a message I’d been there.” “That’s petty thin, Dom. You told me you got mad and went in to tell him he was a scumbag. I can buy that. But it doesn’t sound right that when you’re
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mad you stop to think that — just in case he isn’t there — you want to keep your visit secret. Because if he’s there, he KNOWS you came in.” “I-am-a-game-player.” “Yeah, you are. And I think you’re playing games with me right now, Dom. I have something in my head that tells me when I’m being played with. And right now it’s giving me an alert. You sure you don’t want to tell me the truth now, make me less suspicious?” “I-am-telling-you-the-truth.” Dom gets up, walks to the window, looks out, turns around, comes back and stands behind his chair. Mark is silent but makes eye contact whenever Dom looks at him. Dom quickly breaks eye contact. “Give you another chance,” says Mark. “Why didn’t the backdoor work?” “I-don’t-know.” “I think you’re protecting someone. Why would you protect someone? You’re in danger. You’re hurting yourself. No one is looking out for you. Who are you looking out for?” Dom just shakes his head. He is still behind his chair, supporting himself on the back of it. “Who else knew about the backdoor?” asks Mark, gentle again. “Larry knew. He told Rachel Roth. He shouldn’t have. Did she tell you that? Did she tell you about the backdoor?” He is somewhat less mechanical now, almost eager, but not in control of his breathing. “I haven’t interviewed her yet,” says Mark. “Who else knew? Who are you protecting? And how do you know the deceased told Ms. Roth?” “I know because she tried to do the code and she did it wrong. I have the trace from her trying to do the code and getting it wrong and then she was on surveillance.” “You forgot my other questions,” says Mark. “He told her the code because he was screwing her,” says Dom with desperation. “He wanted her to be able to come to his office without anyone knowing.” “I didn’t ask you that. I asked you who else knew. And who you’re protecting.” Dom now looks stricken. His head is down. But he says nothing. Mark is still seated, looking up at Dom across the table. “Why did you tell the deceased about the backdoor?” “He-would-have-expected-it. He would have known I would build it. We were partners then,” says Dom recovering slightly towards the end. “When we built the company, Larry and I and Donna worked together. They knew what I could do.” “Did you tell Ms. Langhorne about the backdoor?” No answer from Dom. “Did the deceased tell Ms. Langhorne about the backdoor?” Dom’s head is down and rolling slightly from side to side. “Did DONNA tell YOU about the backdoor?” The explosion is accompanied by spittle, some of which remains on his lower lip.
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“Why have you been protecting Donna?” asks Mark intensely. “No one is protecting you.” “I’m … I ... She…” Dom can’t find a sentence to go follow any of these words. “Did she… I… When…” “Those are all good questions,” says Mark with a friendly smile. He gets up and walks around the table to Dom, pats him on the shoulder, then passes by him to lean on the window sill and look out across the sullen river running quickly uptown with the tide. “Looks like they’re really starting to gentrify in DUMBO,” Mark comments, casually. “Wish I’d bought some property there a few years ago.” Dom joins him at the window, looking out but unfocused. The men’s shoulders are about a foot apart but they are leaning slightly towards each other. “Was it you or Larry told Donna about the backdoor?” asks Mark very gently. “I-told-her.” “Why?” “We-were ... friends. We-work-together. Like I told you about Larry.” “What were you three friends working on that needed a backdoor to come into your own offices?” Mark turns towards Dom when he doesn’t answer. Dom keeps staring out the window which is slightly misted by the dirty rain which has begun to fall. “We-had-to-meet.” “Why? Why in secret?” No answer. “Who were you keeping secrets from? Who were you afraid of?” The questions are slow but persistent, like the rain, which is intensifying. Dom stubbornly looks out towards Brooklyn, his head bobbing as if he were trying to find a clear spot through the streaked glass and wet air. “Whatdid-Donna-tell-you?” he asks finally. “I can’t tell you that.” “I-know-this-game. It’s-very-old. It’s-the-prisoner’s-dilemma. It-isn’tfair.” “It is what it is,” says Mark. “I-think-I-know-your-character.” “Excuse me?” Dom takes a deep breath and his voice, when he speaks again, is regrouping. “I think I know your character. I’ve met you in games ... haven’t I?” “I ask the questions,” says Mark. “Why did you have to meet in secret?” “You told me you don’t play much. Is that true?” “The question, Dom...” “We were being threatened. antihack was attempting a hostile. For a while, it looked like they might win. Our own Board of Directors was turning against us. Our banker had betrayed us. Our people were getting frightened. Larry, and Donna and I believed in the company; we believed in hackoff; we knew it could be saved. And so we met.”
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“You’re not telling me why you had to meet in secret. You’re the management team; you’re supposed to meet. “We-did-not-want-people-to-be-nervous.” “When you lie to me or tell me a half-truth, your voice changes. I take it the games you play online don’t have audio.” “There can be audio but it’s the personae, the avatars, who speak, not the players.” “What is the whole truth about why you had to use the backdoor and meet in secret?” “We-didn’t-want-people-to-know-we-were-meeting.” “We’ll come back to that,” says Mark. “Now an easy question; it’s about Voice over IP; I mean talking on the Internet…” “I know what VoIP is,” says Dom. “Good, I need your help. Can VoIP calls be traced?” “In what way?” asks Dom. “Tracing in the traditional sense has more to do with POTS... “Pots?” “POTS: Plain Old Telephone Service. When you do a POTS trace, you’re asking what phone number the call was made from. Because, if it’s a landline phone, that tells you the location of the caller. But, with a VoIP call, a trace that gives you the calling number doesn’t tell you anything about the location the call was made from because the number goes with the IP phone or VoIP adapter — like a cell phone number goes with the phone no matter where you call from.” “Right,” says Mark. “Right. That’s my problem, see? I know what number a call was made from, but I don’t know WHERE it was made from. So, if it was a VoIP call, how would I know where the person was when the call was placed?” ”You need the IP address,” says Dom. “When the call is made, that IP phone is connected to the Internet somewhere so you need to know the IP address it was connected at. Then there’s lots of tools you can use to find out who the IP address belongs to — I mean what ISP. And the ISP probably can tell you where that IP address was assigned physically. Same way cops track down — try to track down — where a virus attack came from. You should know that stuff.” “Yeah, well,” says Mark. “I’m not that kind of cop. My cases start with dead people, not computers with a sniffle. So I appreciate your telling me. How do I find out the IP address a particular VoIP call was made from, assuming I know the phone number?” “Maybe you could ask the VoIP company,” says Dom helpfully. “I mean suppose the number belongs to Vonage — they’re the biggest — you can find out who the number belongs to. Then maybe you could get them to tell you what IP address the call you care about was made from. I’m not sure. Maybe they keep track of that; maybe they don’t.” “Suppose people are using these IP phones to make calls from here at hackoff, could they hook them up here?”
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“Yeah, sure. In fact, I fixed up the firewall so VoIP calls work fine here. A lot of our people have IP phones — they don’t like Verizon — and they want to get calls here when they’re here. Fine with us. They’re here long hours. So I fixed it up so they have no problem hooking up here and getting those calls through the firewall without endangering anything else.” “So, can you tell what numbers might be getting calls or making calls from here at a specific time? Would other companies be able to do that?” “We sort of could. Most other companies couldn’t. Either they don’t allow people to use their IP phones — firewall won’t let the call through — or they have no clue how to monitor. I can tell easily which IP phones or VoIP adapters are in use here, but it’s hard to know what the phone numbers are.” “I don’t get it.” “When it’s making a call, an IP phone doesn’t say to Vonage or whoever ‘Hey, I’m 212-555-6754.’ It says something like: ‘I’m MAC address 00-e0-f9-9996-00.’ Already the Vonage server knows what IP address that MAC address is at because of the packet headers, and they know what phone number goes with that MAC address so they can set up the call and…” “Whoa! This is good stuff, but I gotta understand. What’s this MAC address?” ”So,” says Dom, seeming very comfortable now, “since you can’t tell what device is gonna show up on what IP address, you’ve got to have some way to know which device is which on the network. So you make a network adapter for a computer or an IP phone, you build in a MAC address, you burn it into ROM — into memory.” “So that should make it easy to catch hackers?” suggests Mark. “It’s never easy to catch a good hacker. First of all, these MAC addresses usually stay in the local area network — VoIP is sort of an exception to that. And besides, who says you gotta tell the truth when someone asks what’s your MAC address?” “Okay, I get that. Good thing I don’t have to catch hackers — too hard. But, like suppose I had an IP phone, how would I figure out what its MAC address is?” “That one’s easy,” says Dom. “You turn it over. On the bottom, every one I’ve seen has a sticker with its MAC address.” “So, are you saying you know the MAC addresses of any IP phones that are being used to make or get calls at hackoff? But you don’t know their phone numbers, right?” “Right.” “That’s cool,” says Mark. “Like if I was going to ask some company what VoIP phones were being used at a certain time, they could give me all the MAC addresses?” “Like I said, most companies, no. But hackoff can, because we know what MAC addresses we have on our LAN and we know which are VoIP because only VoIP’s got a certain type of packet. I mean a computer might send some VoIP, too, if somebody’s using some kind of VoIP app like Skype but computers
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send all kinds of packets. We got some device that’s sending mainly VoIP, it’s got to be an IP phone.” “Cool. Can I see that? Can you show me what IP phones are being used right now at hackoff?” “Sure,” says Dom. He goes to his computer, clicks, types in a password, enters the last hour as the time he wants to search, clicks ‘Okay’, while Mark looks over his shoulder. Soon a list of four MAC addresses and associated IP addresses are on the screen. “Great,” says Mark. “Now enter 10:00 PM on March 31 through 3:00 AM on April 1.” “What?” “Do it!” Dom slumps, but does as he’s told. Two MAC addresses show up this time. “Who are they?” asks Mark. “You-tricked-me.” “Who are they?” “One-is-Larry.” “Who is the other?” “I don’t know every MAC address in the world.” Dom is clearly miserable. “You know that one. Who is it?” “Donna-Langhorne.” # A few minutes later Mark is at the door to Donna’s office. It’s open but she isn’t visible until Mark sticks his head in the door and looks to the right. Her desk is against the same wall that the door is on. Her computer is on the desk and she is seated at the computer in profile to the door. Her desk is actually an “L” with the short leg to her right between Mark and her. She is typing and appears not to notice him, although she straightens her back as his head comes in the door. “Knock, knock,” says Mark. “Come in,” says Donna. “Have a seat.” She points to the side chair in front of the short leg of her desk. As Mark sits down, she swivels around to face him. “What can I do for you, detective?” “You could start by telling me why you lied to me,” says Mark quietly. “Excuse me?” Donna’s voice is calm. “You were in the office before during, and after the time when the deceased was shot.” “I told you where I was.” “You lied to me about where you were,” says Mark. “It’s clear from the record of where your IP phone was used that you were right here in the office during the time in question.”
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“What are you talking about? I don’t understand.” She is still calm but her breathing gets shallow and there is a flush on the side of her neck. She touches the red spot as if it were warm. “You don’t understand the technology — that’s what you don’t understand. And maybe you don’t understand that lying to me in this case is called obstruction of justice and that is a crime. Maybe you also don’t understand that setting up false alibis is what guilty people do.” “What are you talking about? What technology?” asks Donna. She pats at her hair as if it’s become disarranged. There is now a flush on both sides of her neck. “Maybe you should ask Dom for a tutorial on VoIP,” says Mark. “You thought that the caller ID from your phone would make it look like you were home at the time in question. In fact, your phone’s MAC address puts you in the office.” “What’s a MAC address? Maybe I left the phone in the office and someone else used it? I don’t understand. I didn’t do anything.” Donna’s breath comes in shallow pants. Mark holds her eyes. “You can ask Dom about MAC addresses,” he says. “You can ask him how it’s so clear you were in the office. You can ask him how I know about the backdoor that made it possible for you to be in the deceased’s office without leaving a trace.” “Why is Dom doing this?” asks Donna. “He must be trying to cover something up. I can’t imagine why he’d want to implicate me. He must be covering something up; he is a hacker, you know. They can be very devious.” She seems calmer now. “Donna, I’m going to give you one chance to come clean with me. If you didn’t kill the deceased, it’s in your interest…” “I didn’t kill Larry. He killed himself.” She is agitated again. “How do you know that?” “Because … because I saw him do it.” “Okay. Now you’re telling me some of the truth. That’s better. Let’s start over. Why don’t you tell me where you were on the night of March 31 and the early morning of April 1?” “Are you arresting me? Should I get a lawyer?” “I’m not arresting you at the moment. I can’t give you legal advice other than that you have a right to be represented by an attorney at any time. My interest is in knowing the truth about that night and about how the deceased died.” “I feel flushed,” says Donna. The redness has spread. “I’m flushed everywhere.” She gestures vaguely over her body and watches Mark’s eyes. They don’t follow her hand down. “Do you want to tell me where you were and why?” asks Mark. “Please remember that I already know you were in the office and that I’ve had a long conversation with Dom.” “Okay. Okay. I was in the office. I had a lot of things to catch up on and I was also hoping I could talk some sense into Larry.”
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“Why did you bring your your IP phone from home into the office? Why were you trying to establish an alibi?” “I wasn’t ‘trying to establish an alibi’, at least not in the sense you think.” “Explain, please.” Mark is still careful to look only at Donna’s face. “My husband is very jealous,” Donna explains. “He is particularly jealous of Larry even though he doesn’t have any reason to be. So, if I’m going to be in the office late when he’s away…” “When who’s away?” “When my husband’s away. If I’m going to be in the office late, I bring my IP phone. That way if he calls me at home, I answer. If I call him, he gets the caller ID from home. He doesn’t know all this technical stuff. He’s a lawyer.” “Go on,” says Mark. “Go on what?” “When did you come into the office? What contact did you have with the deceased? Why did he shoot himself?” “I came back to the office around 10:00 PM. I stuck my head in and asked Larry if we could talk. But he said he had a visitor coming in and wouldn’t be able to talk until later — around midnight. Then, when I went to his office at midnight, he said he wasn’t feeling too well. Had to rush to the bathroom. Now I know that’s gotta be the mushrooms; read about that in the paper. It was probably close to one when we finally did manage to get together.” “Where?” “In his office.” “Did he say who his visitor was?” “Not then, but he told me later it was a contractor named Ahmed Qali.” “Did you see Mr. Qali in the office?” “No.” “Okay. Now think carefully before you answer this next question. I really want you to tell me the truth.” “I am telling you the truth,” says Donna. The flush has receded. “Why did you use the backdoor to go into the deceased’s office?” “There is no backdoor to his office. It only has one door.” “You know what I mean.” Mark is grim now. “Surveillance doesn’t show you going into the office. But you say you did. The only way that could be true is if you used the backdoor I talked to Dom about to turn off surveillance. Why did you do that?” “Dom told you? What else did he tell you?” Mark says only: “Why did you turn off the surveillance?” Donna hesitates, then says: “Habit.” Mark says nothing. “It started during the hostile takeover attempt,” she says breaking the silence. “Dom and Larry and I didn’t want people — the employees — to know how seriously we were taking it. They were scared enough as it was. So we started using the backdoor so that surveillance wouldn’t show a whole lot of meetings in the middle of the night.”
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“Okay,” he says. “But it doesn’t make much sense, I have to tell you, and it doesn’t look very good that you turn off surveillance go into a room; the person in the room is shot; your fingerprints are on the gun…” “I already told you,” she says, the pitch of her voice rising for the first time. “I already told you how my fingerprints got on the gun, if they’re on the gun. I told you.” “You also already told me that you weren’t here that night and you were. You pretended to have an alibi and you didn’t. You pretended not to understand my question about the backdoor. So it’s hard for me to believe you. It’ll be hard for a district attorney to believe you. It’ll be hard for a jury to believe you. It’s not good to start out telling lies.” “Are you ... am I under arrest?” “I told you: not at the moment. Now why don’t you tell me what happened in Larry’s office. It would be good if you told me the truth.” “We argued,” she says. “We argued about Dom. I said that Larry should apologize — that we need Dom. Larry was stubborn. He said Dom was a baby; that he’s all washed up as a programmer, that he never was a good manager, that it is time to let him go. I said: ‘We need Dom. He can be managed. He needs to be stroked sometimes, but he helped build the company and he can still help us.’” “How did the subject of Mr. Qali come up? You said Larry told you that his visitor was Qali. How did that come up? What did he tell you about his visit?” “Have you talked to Ahmed?” “Doesn’t matter. Not if you’re planning to tell me the truth. Doesn’t matter what I heard from Qali or Dom or anybody else. Just tell me the truth about what happened in the deceased’s office.” “Ahmed came up because Dom is always fighting with him. Dom doesn’t like him. He never approves the work that Ahmed’s Jenin group does, so Ahmed’s had to go to Larry repeatedly to get paid. Larry brought that up as one more example of Dom being immature. He — Larry, I mean — was right about that — right that Dom didn’t deal well with Ahmed. So we’re arguing about Dom and Larry tells me that Ahmed was in earlier because, again, Dom has refused payment and Larry’s got to get in the middle and straighten it out…” “You don’t look like you’re telling the truth,” says Mark. “Not the whole truth.” “I’m trying, but you keep interrupting me. What do you mean I don’t look like I’m telling the truth?” She sits up straighter, pats her hair, touches the flush on her neck. “Go on.” “I think Larry really resented having to deal with Ahmed all the time because of Dom’s attitude. He didn’t like to deal with Ahmed.” “Why?” “For one thing, I think Larry was a little afraid of him. He had — or was having — an affair with Ahmed’s girl friend, Rachel. That didn’t help.” “Did Qali know about the affair?”
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“I don’t know. Probably. Seemed like everybody did.” Mark says nothing. Donna resumes: “Look, there is really more to this. More to Larry’s fear.” She waits. Mark says nothing. “Don’t you want to hear?” “Go ahead.” “Larry wasn’t only afraid of Ahmed. He was actually probably more afraid of the people around him; other Palestinians; members of the Jenin Group. Larry said there were people in the group who didn’t like the cooperation between what they thought of as a Jewish company — certainly an American company — and Palestinians. There are lots of factions — I mean everybody knows that. And they shoot each other sometimes. Larry said that more Palestinians get killed by other Palestinians than by Israelis over there. I don’t know if that’s right, but that’s what Larry believed. And he was afraid somebody might shoot him. That’s what he told me. “Larry doesn’t … didn’t scare easily. He was a tough guy, ‘specially after he went to jail. But he was worried. Worried for himself; worried for Louise. So he asked me to get him some bullets for his gun.” Donna pauses. “Go ahead.” Mark is impassive. “And I did. I mean he couldn’t get them himself because he’s an ex-con, so I got them for him. He told me what kind and all and I went to a store in New Jersey and bought him twenty bullets. That’s what he said he wanted. He wanted them because he was afraid.” “Do you have a receipt for the bullets?” “No. I paid cash; threw the receipt away.” “Why?” “I don’t know. Just didn’t seem to be something I wanted to create a record of. I felt sort of guilty buying bullets. I mean the whole thing was sort of scary, so I didn’t keep a receipt.” “Before, when I asked you who might want to kill Larry you didn’t say anything about the people he was afraid would kill him. Why?” Mark looks angry. “Because I know he shot himself,” says Donna. “I saw him do it. I told you that.” She pauses and then resumes when Mark doesn’t respond. “I mean I wouldn’t have been doing you any favor if I’d sent you off after these guys when I knew perfectly well they didn’t do it.” “Go on and tell me about the rest of your discussion, about Larry killing himself. Before you start, remember how important it is for you to tell the truth. You were there; you lied about that; your fingerprints were on the murder weapon; you probably bought the bullet that killed him…” ”But I told you about that voluntarily,” Donna protests. “And that was a good idea,” says Mark. “Go ahead, please.” “Okay... Larry and I were arguing about Dom; I already told you that. I wanted Larry to apologize, get Dom to stay. He said he’s not gonna do that. So Larry and I disagreed ... not the end of the world ... I mean it shouldn’t be the end of the world ... and-and then…” She swallows spasmodically, then puts her head down on her arms and sobs.
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“And then?” Donna is still sobbing, head down, and doesn’t answer. “So are you telling me Larry shot himself because you didn’t agree?” “I don’t think so,” says Donna, pulling herself upright but not drying the tears. “I … I don’t think so. I think it was an accident. But he was disturbed; I mean much more disturbed than he’d usually get when we argued; we argued a lot. I think he was disturbed by Ahmed’s business. And he was feeling sick. He’d been in the bathroom being sick and he looked pale, the mushrooms I guess. So I just don’t know.” She sobs again but doesn’t put her head down. “An accident?” asks Mark. “Guy puts his gun to his head and pulls the trigger and you call it ‘an accident’?” “You have to realize … I think I already told you … anyone can tell you … Larry puts that stupid gun to his head and pulls the trigger all the time. I mean, that’s the USUAL thing for him to do when he has an argument with someone and he finally gets tired of arguing: He says he’s the boss, then he puts the gun to his head and he says ‘I bet my life’ and he pulls the trigger. And it goes ‘click’. It always went ‘click’.” She stops, sobs, and doesn’t say any more. “So you’re telling me,” says Mark, “that you didn’t react when he put the gun to his head at the end of your ‘argument’ because that’s what you would expect him to do?” “That’s right,” she says. “That’s exactly right. I mean ask anyone. How could I know this time would be different? He always does that. That’s how we know when to stop arguing.” “But there isn’t usually a bullet in the gun when he puts it to his head?” “No. No, of course not.” “So why would he do that with a bullet in the gun? Why would he put a loaded gun to his own head and pull the trigger? Did he play Russian roulette, had he ever done that?” “What’s Russian roulette? I mean I’ve heard of it but I don’t know exactly what it is.” “It’s when someone puts a bullet in one chamber of a revolver, then spins the cylinder so maybe the bullet’s under the hammer, maybe there’s an empty chamber. So, when he pulls the trigger, maybe he gets shot, maybe it just goes ‘click’. Did the deceased ever do that?” “Yes,” she says. “Yes, he sometimes spun something but I don’t think there were ever any bullets in it. It always just went ‘click’. I don’t think he had any bullets until he got afraid of the Palestinians. If he had any, wouldn’t make sense to ask me to buy them, would it?” “Did he spin the cylinder this time?” “No,” she says. “No, he didn’t.” “Were you surprised that he didn’t spin it?” “No.” Mark is silent. Donna continues: “ I wasn’t surprised because that’s different. I mean Larry was pretty predictable. If there was a long discussion, we didn’t know
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what to do, lot’s of alternatives, Larry got tired of that and made a decision, then Larry says ‘we’ll pick this one’ and he spins the thing, puts the gun to his head, and pulls the trigger. When just two of us are having an argument and Larry wants to say it’s over, no more arguing, he puts the gun to his head without spinning the thing and he says, like I told you, he says ‘I bet my life’ and he pulls the trigger and he won’t argue anymore.” “So why do you think there was a bullet in the gun this time? Why did he put the gun to his head with a bullet in it and pull the trigger?” “I think... I mean I don’t know but I think maybe he put the bullet in the gun because he was afraid of Ahmed and he knew he had a meeting with him. Then, like he forgot. And he played with the gun like he always did and he shot himself by accident. Maybe because he was upset. Or sick. Maybe the mushrooms, I don’t know.” “You have a problem,” says Mark. “Anyone can tell you he always does that,” says Donna. “Your problem is that you lied. Wouldn’t have been as much of a problem if you’d told us the truth, but you lied. And you tried to set up an alibi. You used the backdoor to get into his office. You bought the bullet. Your fingerprints are on the gun. Even if someone believes everything else you said, why would you set up an alibi and use the backdoor if you didn’t know what was gonna happen? Doesn’t make sense. Doesn’t hold together.” “I’m telling you the truth … I’m telling you the truth now.” “Why didn’t you call 911 right after he shot himself? That’s what woulda made sense.” “I don’t know,” says Donna. She is sobbing again and breathing heavily. “I don’t know. I guess I panicked. I mean … I mean it was horrible. Half his head blew away.” She pauses. Mark says nothing. She continues: “I knew he was dead … anyone would know. There was nothing anyone could do for him. I mean, if I thought there was a chance, if I thought there was something that could be done, he could be saved or anything like that, then I would’ve called 911 right away. I would’ve. But he was dead and it was so horrible. I didn’t know what to do. I guess I panicked. I ran out of the room. I ran to the ladies room. I threw up… Then I went home. I don’t know why, but I went home … I changed my clothes … I got myself together. I came back to the office. I guess I hoped by then someone else would’ve found him. That it would all be taken care of. I mean that he’d be taken away. But he wasn’t. Nothing happened. Everything was just like when I left. So I had to do it. I called 911. I did. You know that. It was me that called.” “Was there blood on your clothes?” asks Mark. “No, no blood.” “Why did you change? Why did you have to go home to change?” “I didn’t go home TO change,” she says. “I went home AND I changed. I mean, that’s different. I don’t know why I went home. I told you that. I panicked. I went home. I get home and I take off my clothes.” She looks at him. He looks away and says nothing.
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Donna continues: “I take off my clothes. I don’t know, it’s a girl thing. I take off my clothes. Then I take a shower. There was no blood. No. I looked … I did … I mean anyone would. But there was no blood, so I took off my clothes and took a shower. I washed all over. Like there was blood, you know, but there wasn’t. I washed all over and then I put on clean clothes. And I came back in to the office. That’s what happened.” “Did you tell your husband what happened?” “No. He was away. I told you he was away. So I didn’t tell him.” “You didn’t call him? Didn’t tell him anything?” “No.” “Why?” “I don’t know. I mean we’re not that close anymore, really. I just didn’t.” “You were worried — at least you said you were worried — that he’d be jealous if he knew you were in the office with the deceased. You were close enough to worry about his being jealous. But you didn’t call him to say you’d just seen the deceased shoot himself? Or even just to ask his advice? He is a lawyer.” “Sometimes,” she says, “jealousy is all that’s left. Maybe I didn’t call him because I still didn’t want him to know I was in the office. I don’t know. I didn’t, though. I didn’t call.” “Did you see anyone when you left the office?” “No. I mean there were a few people in the street. I got a cab. I saw the cabbie.” “Did you get a cab receipt?” “No.” “They always give you a receipt,” says Mark. “It’s the law. They always give you one of those little tiny receipts that print outta the meter. You didn’t get one of those?” “I don’t know,” says Donna. “Maybe I did, maybe I didn’t. Maybe this cabbie doesn’t obey the law. Maybe I just balled it up and threw it away. I DON’T KNOW. I never keep those things anyway, and I just don’t remember.” “Strange thing for an accountant not to keep receipts, isn’t it?” asks Mark. “Don’t you need ‘em for your records, for your expense account and stuff?” “I don’t keep them,” says Donna. “I don’t have one. So what? What’s it matter? I already told you I was there. I told you what I saw. What I did. You think I made that up? I wasn’t really there? Is that what you think now?” “I don’t think anything, yet. You told me a couple of different stories. I’m trying to figure out what’s the truth. What’s not. I’m thinking this whole thing doesn’t look very good with lying, with setting up an alibi…” “Okay,” Donna interrupts. “Okay. So you don’t like me. Don’t say that all again. Don’t say all of that about the alibi, about my fingerprints on the gun, about the bullets. I told you about them, remember? I didn’t have to tell you about them, but I did. I told you about the Palestinians. I told you everything.” “I don’t think so,” says Mark. “I don’t think you told me everything.” “Look...” says Donna. Then she says nothing.
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Mark waits but she still doesn’t go on. “Look, what?” he asks finally. “Nothing.” “You were gonna tell me something. You were gonna tell me something, then you decided not to. Don’t have to be a detective to know that.” His tone is friendly. Donna still says nothing. “If you’d told me what you knew right away,” says Mark, “you’d be in less trouble now. But you didn’t. You lied about where you were; you tried to set up…” “Okay, okay, don’t say all that stuff again. I can prove it happened like I said it did. I can prove he shot himself.” “That would be a good thing.” Mark’s tone is sardonic. “Please go ahead.” “I have a video. I have a video of what happened in his office.” “You were video taping him shoot himself?” “No, no, of course not. There was a camera above his door. It takes a video — not a great video, but you can see what’s happening in most places in his office. It tries to look wherever sound is coming from. The camera sends stuff to this thing I have here that records it. I have the video of when I was in the office.” She points to a small grey box on her credenza. “So I can see and hear for myself what happened?” “You can see it but you can’t hear it. There used to be audio but it broke. So I just have video.” “Did the deceased know you were bugging his office?” “No.” “Why did you do it?” “Because I didn’t trust him anymore. He was acting strangely. I had to protect the company. I wanted to know what he was up to.” “What was he up to?” “I didn’t find out anything. I didn’t see anything that unusual. I didn’t hear anything — when I had audio I mean, I didn’t hear anything that unusual. But I was worried, so I watched.” “Were you blackmailing the deceased?” “What do you mean?” “I think you know what I mean,” he says. “Did you watch him with girl friends in the office? Did you threaten to send tapes to his wife?” “How can you say that?” she asks. “That’s what people do with sneaky cameras. And you didn’t want to tell me about the camera. Even when you’re in lots of trouble and you have the video to get you out, you didn’t want to tell me about the camera. So now I wonder: What you were using the camera for? Why you didn’t want to tell me about it?” “I didn’t do any of that stuff,” she says. “You just don’t like me, that’s why you think that.” “Why didn’t you tell me about the camera?” he repeats.
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“It’s embarrassing,” she says. “I really didn’t want it to get out that I had this thing in my CEO’s office. And then, after he’s dead, it’s his reputation, too. I mean, I don’t want to explain that he’s getting irrational, that I don’t trust him. And how’s the whole thing sound for the company? I care about that, so I didn’t say anything.” “How far back does the tape go?” “It’s not a tape. I think it’s a hard drive or something. It’s in this box and my computer can get to it and that’s how I watch it. It just does six hours, something like that.” “So you could see the meeting with Ahmed?” “Right.” “So you knew who he was meeting with? It’s not that he told you that.” “He did tell me… Yeah, I did peek. I did look at the video. But Larry told me, just like I told you.” “What else is on there?” “Nothing, really. There’s Larry; he’s in his office. He does stuff. He gets up, he walks around. In the beginning a guy brings him some pizza. He puts mushrooms on it like he always does. Like I said, must be what made him sick.” “Do you know anything about the mushrooms?” “No.” “Are you sure? You’re not going to tell me something different later? You’re not going to say you didn’t want to get embarrassed so there’s something you didn’t tell me about the mushrooms?” “No, I swear.” “Okay,” says Mark. “Show me the tape of your meeting with the deceased.” Donna swivels back to face her computer. Mark comes around the “L” of the desk to stand behind her, looking over her right shoulder at the screen. She hits a few keys and clicks a few buttons. A grainy, jerky video shows up in a box about two inches square in a window on the lower left corner of her screen. Mark asks Donna to make it bigger but she says she can’t. He brushes against her chair and excuses himself as he moves to look over her left shoulder; he has to stoop close to her to see the image past her shoulder since it is at the bottom of her screen. Their arms touch, but Donna doesn’t move back or sideways to give Mark an unobstructed view. In the little window, Larry is sitting alone at his desk. The camera is apparently mounted somewhere near the door and high with a fish-eye view of most of the office but it can’t see the wall it is on or the first few feet of the two adjoining walls. At the lower right of the window, there is a digital display of picture time and date. The video starts at 1807 03312003 and flickers forward. “Is that the beginning?” asks Mark. “Is that when you turned the camera on?” “It’s the beginning of the video because only the most recent six hours is kept,” says Donna. “I always left the camera on.” “Why did you stop it at 2:07 AM the night of the murder?”
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“MURDER? There was NO MURDER!” Donna’s chair back hits Mark in the stomach as she comes upright in her seat. Mark straightens and steps back, but says nothing. “I’m going to show you,” she says. “I’m going to show you there was no murder. It’s in the video. That’s what I’m showing you. How do you know that I stopped the camera? When I stopped the camera? What are you saying?” “Obviously you stopped the recording at 2:07 AM if the recorder only has the last six hours,” says Mark. “My question is: Why did you stop it?” Donna has to twist around and look up to talk to Mark. He doesn’t move back far enough to make this easy, and as she speaks, he continues to monitor the on-screen window where Larry still sits alone “I stopped the camera,” she says finally, “because there was nothing left to record. Larry was dead. He wasn’t… I mean there was nothing left to record. Doesn’t that makes sense?” “It would make more sense if you told me the whole truth about why you were recording,” says Mark. “I am telling you; I did tell you. Why don’t you believe me? I have a video.” She twists back to look at the video. “Why didn’t you erase it?” “It was … I mean, I don’t even know how to erase it. It’s just there and it gets written over when more is recorded. I didn’t even think of it.” “You thought to stop it. You could have left it going. Six hours later, there would have been no trace of your having been in the deceased’s office.” “I … I didn’t think of all that. I just thought Larry’s dead and how he died and I turned it off and I went home. I mean … like I said … I was panicked.” The tiny Larry on the screen gets up from his desk and walks towards the camera. He’s slightly bent over and has a quizzical, pained look on his face. He passes under the camera and out of sight. The picture is of an empty room. Mark says: “And now you conveniently have this video that is gonna show me how innocent you are, taken in a room you first said you weren’t in at that time. Pretty convenient.” Donna’s expression turns from frightened to angry as she twists to look up at Mark again. The flush moves from her neck to her cheeks; her mouth is slightly open and she is breathing through it. “That’s not right. You’re harassing me. You have no business…” “We are going to leave this room,” says Mark. “Right now. Please stand up and leave the room in front of me ... well in front of me.” “Are you arresting me?” “You haven’t left me any choice. I would’ve stayed and watched the video and seen if you’re telling the truth. But I’m not setting myself up for a harassment charge; we’re outta here. I’ll watch the video after I arrest you on suspicion of murder.” “Wait,” says Donna. “Wait. If you just watch the video, you’ll see I’m innocent.” Now she is cajoling. “Arresting me isn’t going to do either of us any good. I mean…”
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“Let’s go, please,” says Mark. He moves to the office door, opens it, and steps half way into the hall. “Why don’t you watch the video by yourself if you’re afraid to be with me?” Donna suggests. “I mean I’ll go take a walk. I can use it. I’ll come back in a while. that’s what I’ll do. And then you’ll have seen the video. You’ll know that I … that Larry shot himself. That I didn’t do anything. And then…” “Here’s what we’re gonna do,” says Mark. “We’re going to go out of this office to reception. I’m going to write you a receipt for this box with the video in it; all nice and in public. We’re going to go back with a witness and take this box outta here. And I’m gonna put some nice yellow police tape across your door…” “That’s awful,” says Donna. “You’re arresting me.” “You do exactly what I say and, if the video shows what you say it shows, then I don’t have to arrest you right now,” says Mark. “I’m not promising you don’t get arrested later. I’m not promising anything at all. But I’m telling you what you gotta do if you don’t want to get arrested right now.” “How am I supposed to explain the tape on my door?” Donna is slightly teary. “How do I explain that?” “If I were you, I wouldn’t explain anything. Just find somewhere else to work while we get your office searched and see what other toys you got besides the recorder. And while we get the software for the recorder off of your PC.” “Could you search some other offices, too?” asks Donna. “Do me a favor and search some other offices?” “Can you give me a reason to search any other offices?” “Well,” says Donna, “I mean if you search the other offices then it won’t look like—” “No. That doesn’t work. That’s why you want me to search the other offices; it’s not why I’d want to search the other offices. You tell me something helpful I might find, I’ll look anywhere. You think I should look in Dom’s office for something?” Mark is still standing in the hall just ouside her door. There are gaps in their conversation as people walk by. “No,” she says. “No. Why Dom’s office?” “Let’s go,” says Mark. Reluctantly Donna follows Mark out to reception where he laboriously hand-writes a receipt which Donna has the receptionist copy. The receptionist becomes their chaperone and walks back with them to retrieve the video recorder which Mark unplugs from a USB port on Donna’s computer and from an Ethernet port in the wall. He has to crawl under the desk for this but smiles slightly as he does. “Now,” says Donna as Mark straightens up. “Now what I’d like you to do is seal this room off. We can’t be too careful after what happened to Larry. Please be sure to conduct a very thorough search. I wouldn’t ask this if I didn’t think it was important.” Mark looks surprised, then recovers. “Right, Ms. Langhorne,” he says. “Please be sure not to leave New York City until I have given you clearance.” He leaves with the recorder.
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“I asked to have the office searched,” Donna explains to the receptionist. “After what happened to Larry, I wanted it searched. They’re so afraid for my safety that they don’t want me to leave the City.” “Right, Donna,” says the receptionist. “I thought Larry shot himself. Then why…” “Of course he did,” says Donna. “Of course. But we don’t know why, and you can never be too careful.” Before the afternoon is over, the receptionist, her girlfriend, her boyfriend, her mother, her brother, and her aunt all sell the hackoff.com stock they got as friends and family at the IPO and have held ever since. They didn’t sell when they could have had a huge gain but waited, as many did, for further gains. They didn’t sell during the long decline because it only made sense it would reverse. But, after the receptionist calls them, they each call the broker who holds the stock and accept the loss of about $14.50 a share. The broker tells his assistant that he isn’t completely surprised that a whole related group should sell at once; he’s seen rumors spread before and he knows about the CEO’s death. He is surprised, he says, that one of them mentions the CEO’s “murder” since everyone knows he shot himself. # Like many Wall Street firms, Barcourt fled the downtown area after 9/11. The executive offices once housed in the World Financial Center are now located in a twenty-story building on 58th Street. Detective Mark Cohen and Rachel Roth are meeting near there at a fern bar she suggested. It was Mark’s idea to conduct a very “informal interview”. Even though Rachel has, as far as he knows, no good alibi for the time of Larry’s death, the video clearly showing him pulling the trigger himself in front of a horrified Donna seems to make alibis unnecessary. Except for the mushrooms, of course, Mark told Captain DeNapoli. And except for the fact that everyone is lying to him about something. He said he was sure about that. He didn’t tell his supervisor about the call he recently received from Louise Lazard about a visit by Rachel Roth. It is this visit he is meeting with Rachel to discuss. The window of the bar is festooned with hanging ferns; there are a few dead fern leaves on the table when Mark and Rachel sit down. Mark brushes them into a pile against the window. He orders a Coke; she orders a chardonnay recommended by the waiter. Mark is wearing a blue blazer and a light blue shirt with the collar open; most other men in the bar have ties and many are wearing suits. Even Rachel is in a pin-striped suit with a knee-length skirt and a cream-colored blouse with a dense row of pearl-like buttons. They make small talk for only a few minutes before Mark says: “Ms. Lazard told me about your visit.” “She said she was going to. I would have preferred that she keep it to herself, frankly, but she didn’t see it that way. Still, I’m glad we spoke. I didn’t want her to think badly of me. I wanted her to have a good memory of Larry. It
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was the right thing to do.” She draws herself up and looks at Mark as if for affirmation. “Yes,” says Mark after a pause. “Yes, it was the right thing to do.” He waits. “I didn’t want her to think Larry and I really had an affair. It was important she know it was a charade. I took a risk that she wouldn’t see me, wouldn’t believe me; but I think she was glad I came — once she agreed to let me talk to her at all.” She smiles and stops. “So,” Mark says finally, “as I said, Ms. Lazard told me about your conversation. It would be helpful, though, if you could tell me what you told her. It’s better to hear things directly, I’ve found. Is that okay? Do you mind going over this again?” “What happens to what I tell you?” asks Rachel. “Louise told me you have a video that actually shows … that shows that Larry … that it was definitely suicide. She was sure it was murder, she said, and now even she’s almost convinced it wasn’t. So I guess I’m surprised there’s still a murder investigation and that you even want to talk to me. So I think it’s fair to ask what you plan to do with what I tell you.” “Probably it just goes into a report,” says Mark. “That is assuming you’re going to tell me the same thing I heard from Ms. Lazard. You wouldn’t believe how many reports there are even when an investigation is closed without an arrest. And the file is full of people saying — excuse me for saying this, but it’s a fact — the file is full of talk about the affair you and the deceased were supposed to be having. Naturally, that’s one of those things that provides a possible motive. You know we were very eager to talk to Ahmed. Even Ms. Lazard was regarded as having a motive. All very traditional really. And she did have a motive, since she believed there was an affair. But, since the video, then it’s mainly a chance of getting everything wrapped up as tidily as possible. Also, what you told Ms. Lazard may provide a motive for the suicide. The way we cops are, you know, we like to have a motive even if there isn’t a murder. So maybe what you tell me helps us write some nice, neat final reports.” “What about the mushrooms?” Rachel asks. “Don’t you still have to investigate them? I read about them in the Post.” “I wouldn’t believe everything I read in the Post. Most people figure he just picked the wrong mushrooms. That’s easy to do, apparently.” “Okay,” says Rachel. “Okay, I’ll help clean up your reports. But one question, one thing I need to ... want to know is how confidential are all these reports? I have nothing to hide. I’d be happy to have people know, actually, that Larry and I weren’t having this mad affair like everybody thought. But there’s the stuff about Ahmed … about him and me. If I talk to you, am I gonna… going to … read all about this in the Post?” Mark assures her that his reports are confidential. He tells her, though, that if there were a trial, maybe even if there were a lawsuit, then what she told him could come out. Also, she’d probably be called as a witness if that happened but, given the rumors, that would probably happen anyway. Rachel
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does not appear completely reassured but agrees to tell the story to Mark the way she told it to Louise. The story starts with Larry agreeing to hire the Jenin Group Ahmed represents to do some programming work for hackoff. They do the work and almost everybody is very happy. They do some more work — something a little harder this time — and almost everybody is happy again. The almost part is Dom. According to both Larry and Ahmed, Dom doesn’t like using the Jenin Group; he doesn’t like outsourcing at all and he seems to have taken a particular dislike to Ahmed, perhaps because he’s an Arab. Every time Ahmed wants to get paid, he’s got to appeal to Larry directly because Dom won’t okay the payments. Then they decide to use the Jenin Group for something much bigger than they’ve done before. This involves giving the group access to some of the source code — Rachel’s not quite clear what that means, but knows it’s important. While they’re working on this project, a problem comes up. As she understands it, Dom called the Jenin Group directly and demanded the source code back and access to their computers. He told them they never should have had it, even though Larry had given it to them. He was very insulting to the people he talked to. It would have been better if he’d just talked to Ahmed, but that’s not what happened. He called directly. One of the people that Dom insulted was a young Palestinian, most of whose relatives had been killed by the Israelis. This guy is something of a hothead under the best of circumstances and these aren’t the best of circumstances. Before anyone can calm him down, the guy disappears with a copy of the precious source code. That’s only the beginning. Things go down hill from there. Yasir — that’s the name the hothead has taken — disappears. People figure good riddance because he’s hard to work with, but he’s also the kind of angry young man they were trying to provide alternatives for and he is a very smart programmer. But soon there’s an email from him at an untraceable address. He has a copy of the source code, he says. Unless he is immediately given ten million dollars, which he will use to advance the Intifada, he will use the source code to enable him to mount an attack of some kind on hackoff customers. He will, he says, net much more than ten million dollars from that before he is through. And there are some threats. If any authorities — particularly the Israelis — are alerted, or if any attempt is made to update the software at hackoff customer sites to protect against an attack, he will both launch a devastating blitz on the sites and he will kill Larry Lazard. No one is sure whether he is actually in the US but he does give two frightening demonstrations. He tells his contacts to tell Larry where he can find evidence on customer computers that this guy is able to get inside and he emails a photo of an object which has been stolen from inside Larry’s office. It is Ahmed who has to tell Larry all this, and he obviously feels terrible about it, although some of it is Dom’s fault for insulting Yasir to begin with. Normally, Ahmed would not involve Rachel in his business — he is very traditional that way — but she can tell how upset he is, particularly since he
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doesn’t usually show any emotion at all. She insists that he tell her what is going on and, to her surprise, he does — even enlists her help in talking to Larry because he’s afraid Larry will think that he’s part of a conspiracy to extort money from hackoff. The three of them talk. Larry will not consider the possibility of paying the ten million and Ahmed agrees with him, although Rachel is not so sure. The men are sure that this will just lead to further demands. Larry says he doesn’t take the threat to kill him seriously. Figures if the guy was into killing he would have already killed Dom but he didn’t. But he takes it seriously enough to be worried for Louise. Finally, Larry decides that he can singlehandedly write some code that will somehow defeat this guy before he can detect that the sites have been updated. Rachel doesn’t understand the technology but apparently, once an update is distributed and applied, it won’t matter that this guy still has a copy of the old source code. The plan is that Larry will do this work; he reminds them that he was once a good hacker — wrote the “Gotcha” attack as everyone knows. Meanwhile they will pretend to negotiate with Yasir as long as they can keep him going. Try to bring down the price, even though Larry says there’s no price he’ll pay. Try to find a way that Yasir can assure them that he won’t just come back for more once he’s been paid. Stuff like that. But there’s a problem. Larry can’t work on this during the day because he’s got to be a CEO and also because he doesn’t want Dom to find out what’s going on. He is absolutely adamant that Dom not be involved in fixing the problem — that Dom not even be told that there IS a problem, given how he felt to begin with about the Jenin Group having the source code. And, because of the way they protect the source code, Larry can’t work on it out of the office. Also, it’s very sweet really, even though he says he’s not worried about getting killed himself, he doesn’t want to expose Louise to any danger. And he doesn’t want to tell her what’s going on any more than he wants to tell Dom — less maybe. “You never got to know Larry,” says Rachel, “but once he made up his mind, it just didn’t change.” So Rachel came up with the idea of the fake affair. It gave Larry a reason to stay late at the office and away from Louise. Ahmed hated it, of course. But he also felt so bad about the extortion and the threats and everything that he let them go ahead with it. The idea amused Larry, although he felt bad for Louise. But he knew he was protecting her, too; and he was sure he could make it up to her later. He’s pretty sure Yasir isn’t really going to try to kill anyone; that’s just a threat, and not one it does him any good to carry out even if he can. Once the threat is over and Yasir doesn’t kill him, then Larry figures he’ll be able to tell Louise. “Of course,” says Rachel, “that’s part of why I had to tell Louise. I knew Larry meant to, and it would be too cruel just to leave it the way that it was. Especially since there was no longer any threat.” A couple of weeks ago — it seems like a million years — Ahmed got word that Yasir was found dead in a mosque in Jenin. Not at all clear who killed
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him, but very clear that he is dead. This sounds like good news but Ahmed doesn’t want to tell Larry until he is sure that Yasir doesn’t have any accomplices who might plan on carrying on the attack. Apparently the guy’s a known loner, so there’s hope. Also there had been absolutely no leaks about where he’s hiding, which also might mean he’s working alone. No new threats come. There are no answers to the negotiation emails. Soon the email addresses that Yasir has given start to bounce mail. It looks like there is nobody following up. They even put word out on the street in Jenin that former friends of Yasir could be richly rewarded. But not a peep. On March 31 Ahmed gets a message through his uncle that means to him it’s time to talk to Larry. He is eager to do this himself after all everybody’s been through. He also wants to get paid for the project the rest of the Jenin Group has now finished, but the main reason for the visit is to tell Larry that the threat is over, they can all go back to normal life. “How did Ahmed say Larry reacted?” asks Mark. “He didn’t say,” says Rachel. “He hasn’t said. In fact, he isn’t talking to me.” “Why’s that?” asks Mark. “Look,” says Rachel. “I told you a lot of stuff that’s very personal, very hard to tell, because you said it would help with your report. Fine, I did that. And I told Louise. I’m glad I did that, I think. But now I don’t see any reason why I should go into my personal life with Ahmed. I don’t. That’s not going to help your report. Can’t you tell from the video how the meeting went? Louise says the meeting is on the video, that it goes back six hours or something before Larry … before he died.” “I’m going to tell you something about the video,” says Mark. “I’m going to tell you because I believe you really want to help and wouldn’t deliberately put Louise or anyone else in danger. I’m going to tell you, but then I’m going to expect your cooperation.” “Or what?” Rachel looks Mark in the eye. “I think you’ll want to cooperate,” says Mark. “So, here’s the scoop on the video. First of all, it’s a video, just that, no audio for some reason. So we don’t know exactly what Ahmed said to the deceased or the deceased said to Ahmed. We do see them meeting. We see Ahmed come into the office and we see the deceased is surprised to see him, surprised that he can get in without setting off the alarm. But he doesn’t look like he’s afraid of him; that’s good. It even looks like Ahmed gave him a present. “They both sit down. They don’t smile; they don’t shake hands. Ahmed has his head down for a while, we can only see the back of his head in the video by the way, not his face. But we can see the deceased’s face. He is mainly listening. He does not look like he’s getting good news. He only talks a little, like he’s asking questions. We think Ahmed is talking most of the time but, like I said, we can’t see his mouth. We can sometimes see his hands are moving in front of him. His head is bobbing; so we’re pretty sure he did most of the talking. And he did it slumped over. Again not like good news. But we don’t know what he said.
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“Then Larry gets up. We see that in the video. He gets up and he’s angry. He’s yelling, but we don’t know what except at least one ‘fuck you’. Ahmed gets up, turns around, and leaves the room. We see his face. It has no expression.” “That doesn’t mean anything,” Rachel says. “He NEVER has an expression.” “Ms. Roth,” says Mark. “I believe you don’t know what happened at that meeting. I believe you thought you were telling me the truth when you said Ahmed went downtown to give the deceased good news. But that’s not what it looked like in the video. I haven’t told that to Ms. Lazard yet, but I’ve got a big decision to make — and you can help — about whether she needs police protection. I’m also going to have to talk to Ahmed Qali again. There’s a lot he didn’t tell me. I’m hoping for everybody’s sake that he’ll be more forthcoming now. But it’d be a big help if you tell me how you can live with someone and not be talking to him.” “I have to think,” says Rachel. “I’m not going to be rushed.” She is quiet for over a minute. Mark waits. “Okay,” says Rachel at last. “I’m disappointed that Ahmed didn’t tell me the truth, very disappointed. In fact, I feel used. I don’t know what he told you when you interviewed him. I take it he didn’t say anything about the problem with Yasir?” She waits, but Mark doesn’t answer the implied question. “Anyway, I’ve told you about that. And I’ll tell you about our relationship. I’m not sure what he told you about that either but, if I had to guess, I’d say not much. “We have been lovers for years. That’s no secret; and we’ve been living together quite a while. Stop me if this is too much or too little detail, please.” She is expressionless, as is Mark. “Like every relationship, ours had its ups and downs. My being Jewish and him being Muslim made things interesting in both a good and a bad sense. I’m ethnically Jewish, anyway — neither of us is very religious. It kept us both away from our parents, but that was probably a good thing. The cultural differences were tougher. I’m naturally expressive, demonstrative; he’s … well, you’ve met him; you know … he’s a cold fish. That was hard on me; I’m sure my sloppy emotions were hard on him. We’re both ambitious; we both work hard; we both understand people who are ambitious and work hard so that was a good thing. “Despite the chauvinism built into him by his upbringing, I always felt that he gave my career and my accomplishments the same respect he would have had I been a man. I could’ve used more affection, but I certainly got respect. And I knew that he really did care for me. I knew that living with me put a huge strain on family relationships that were very important to him, but that he had chosen me. So, even if he couldn’t say it in so many words, I was pretty sure he loved me. “We always kept our business lives very separate from our personal life together. Obviously, he couldn’t take me to dinner with his clients. I guess I could’ve involved him more in my business life but I didn’t. Almost the only exception was our relationship with the Lazards. Frankly, I set that up because
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I hoped that, if Ahmed had some clients who weren’t Arabs, we could have a more normal life. Larry ended up being a customer of both my bank and Ahmed’s Jenin Group; that’s just what I hoped would happen. And Ahmed and I socialized with Larry and Louise every once in a while. “So, as I told you, when I heard about this problem with Yasir, I was crushed. This was more than just a client problem for both of us, it hit at one of the few ways that we could have a ’normal’ life together — I realize I’m making a Western value judgment when I say ‘normal’ but there you are. It was an important part of our relationship. And I felt really bad for Larry. First he almost lost the company to antihack — and I wasn’t able to be any help to him in that as his banker. In fact, I think he sort of blamed me for what a bad position hackoff was in as a target of a hostile. But he got through that thing with antihack because they had the bad luck to get hacked themselves, and he thinks he’s in the clear, and then there’s this thing with Yasir not only threatening the business, but saying he’s going to kill Larry. I felt badly about that. Especially because if it weren’t for Ahmed and me, Larry wouldn’t have this problem. And then I felt bad for Ahmed because if it weren’t for me he wouldn’t have this problem. Us Jewish girls are good at guilt. “So, like I told you, I got the idea to help Larry buy time to protect the company by pretending that he and I were having an affair. I just meant to help and it did give him cover. I knew Ahmed wouldn’t like the idea but we had to do something. But what happened is that Ahmed started treating me like I really was having an affair with Larry. He withdrew even more into himself. He moved into a separate bedroom and said that we should split at the end of our lease. I kept hoping he’d get over it, but it just got worse and worse. “I thought that when he got the good news about Yasir being dead… I guess that’s not a very nice way to put it, but it did certainly seem like good news at the time… I thought after that we could get our relationship back together. He did tell me he was going downtown to tell Larry about Yasir’s death. That was more talking than we’d done in weeks. But, when he comes back from seeing Larry, it was back to the silent treatment. I was awake when he came home… I don’t know why I’m giving you all this detail but might as well get it out. When he came home, I hoped he’d knock on my door, talk to me — but nothing. I called to him through the door, but no answer. It’s even possible he didn’t hear me. I didn’t want to call out. I wanted him to come back to me.” She wipes away precisely one tear. “He sent me an email yesterday,” she said. “He says he’s leaving the apartment, but that he’ll continue to pay his share for the duration of the lease. No reason. No emotion, of course. And, it’s … it’s hard. And it’s very hard that Larry is dead. I’m lucky to have a career, I guess.” She draws herself up, pats her hair, which isn’t out of place. “There isn’t any point in feeling sorry for myself. There, have I told you what you need to know?” “Yes,” says Mark. “I think you have. You cleared up why the two of you aren’t talking. Of course, I have no way of knowing what you’re not telling me, if anything. I may have to speak to you again after I talk with Ahmed.”
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“Well, tell me what he says,” she says. “He certainly isn’t going to tell me.” Mark doesn’t tell her what Louise told him. “The funny thing is, Mark,” Louise said, “she did fuck Larry. I believe her that the affair was a fake — even if she didn’t want it to be a fake. But I can always tell a woman who’s fucked Larry.” As Mark leaves the restaurant, his mobile phone beeps that it has a text message: Message from: 917 555 3098 Donnas office IPvid shows Dom putting shrooms larrys Office. Confirm no audio and nothing pre 1615 # Mark texts back instructions to get a warrant for Dom’s arrest on charges of attempted murder. He also orders that Ahmed be brought in for further questioning. When he gets back to his office, he congratulates the tech who brings him the video. “How did you get back past the start time?” asks Mark. “That’s great.” “Well,” says the pleased tech. “Thanks. I looked at the device. Turns out it partitions its memory in two hour chunks. So every two hours it flips over and is ready to use another buffer if you know what I mean…” “I don’t, but go ahead.” “So that means that current buffer always contains some older data that is inaccessible through normal software but hasn’t yet been physically overwritten. Once I knew that, I just hacked something together to read the buffer and found an extra hour-and-a-half. By luck, it starts with Dom Montain in the deceased’s office.” “Fantastic,” says Mark and settles in to watch the video. He sees Dom already in the room. He stands indecisively for a few minutes, then paces around the room, looks out the window, and finally walks to the shelf on which sits a clock with the wrong time, some empty file folders, and Larry’s jar of mushrooms. He watches Dom take a baggie from his pocket, and then, back to the camera, do something which cannot be seen. He then sees Mark shake Larry’s bottle of mushrooms thoroughly and put it back. Part of the baggie protrudes from his pocket. He faces the camera as he leaves the room. Mark’s computer chimes that he has mail. # From: Cpl. Harry FitzGerald
hackoff.com Sent: To: Subject:
© 2006 Tom Evslin Friday, April 4, 2003 7:55 PM Det. Marcus Cohen Attempted Arrest of Dom Montain
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Attempted apprehension of suspect DM at home address, office and West tenth squared tavern. Suspect not found at any of these locations. Are continuing watch. Advise.
From: Sent: To: Subject: mark,
[email protected] Friday, April 4, 2003 7:55 PM mark cohen temporary unavoidable absence
it is necessary for me to avoid arrest for awhile. i do not intend to hide forever; I think it is my karma to be arrested and im not trying to defeat it but not ready to play that game yet. there is something I must do first. i have been looking at video which is the same as what donna gave to you. for a while I couldn’t figure out where that came from because I monitor devices on our network and would have noticed a strange device. but once I knew what to look 4 I found it. must have been installed by a master hacker because it sends with the ip address of a bunch of different computers in the network so it always looks like them sending. it always sends to donnas computer but sends broken packets that the computer ignores and whatever the recorder is picks up. i can retrieve it from my log records. i don’t expect you to stop looking for me; you have your role to play and i have mine. i don’t think though that you will find me until im ready to be found. if you are willing to cooperate to the extent your role allows, email me back. i have more to tell you if there is some way for it not to be used against me. there is good reason why I might have wanted to put larry out of commission for a while — note that i am not saying that i did — but I DID NOT try to kill him. I do not kill. you can email me by replying to this email. you will get back a message that your email bounced but it will get to me.
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BTW, i know who you are. you are “columbo” and you and I have played against each other in some big games. I knew I recognized the way you ask questions but you threw me off because you played dumb which should have been the tip off.
From: Sent: To: Subject: Dom:
Det. Marcus Cohen Friday, April 4, 2003 8:02 PM [email protected] RE: temporary unavoidable absence
Good to hear from you. It would be even better to see you — better for you, too, I think. That being said, I do want to work with you, particularly if I have your word that you will surrender at the appropriate time. However, it is very difficult for me to attempt to get any kind of immunity for you while you are a fugitive. Moreover, you haven’t given me any idea what kind of thing you can tell me that you want immunity for. I do remember ultramole; should’ve guess that was you, especially with your fondness for backdoors. It must have been hard for you to take a backseat to the author of Gotcha seeing that kind of hack is very much your MO. Or did you learn hacking from the deceased?
From: Sent: To: Subject:
Mail Delivery System [[email protected]] Friday, April 4, 2003 8:02 PM Det. Marcus Cohen Undelivered Mail Returned to Sender
This is the Postfix program at host mail.nypd.gov. I'm sorry to have to inform you that the message returned below could not be delivered to one or more destinations. For further assistance, please send mail to <postmaster> If you do so, please include this problem report. You can delete your own text from the message returned below.
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<[email protected]>: Name service error for name=znowherez.com type=A: Host not found
From: Sent: To: Subject:
[email protected] Friday, April 4, 2003 11:59 PM mark cohen the audio will blow your socks off
you wanted me to tell you more about what kind of information i have. Okay. im going to do better and give you the info and put you under obligation to help me i have posted an audio which I recorded unknown to the people you will hear. it is at hackoff.com/~[your mother’s maiden name]/~[your father’s middle name]. you will need a password to get into it which i will text message you with for better security. the audio will tell you about an attack that has been planned on hackoff customers that will happen soon if steps are not taken and which can be successful. larry was part of planning that attack and i was always against it and have tried to stop it. i must remain free until i have ended this threat. i did not learn anything about hacking from the author of gotcha. that would have been impossible. the fact that you were given the video of me and told about the backdoor has released me from certain loyalties which i would have been bound by otherwise so it would be good if we could find a way to work together. ### After getting an instant message from Dom that the password for the file is Mark’s mother’s social security number, Mark begins to listen to the audio file. One voice is Ahmed. It is soon clear that the other is Larry Lazard. # Larry: I have a much bigger job for the Jenin Group than we’ve ever given you before.
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Ahmed: I am pleased that we have earned your confidence, Larry. Larry: Yeah, well, I still do have a confidence problem actually. Ahmed: Have we not performed our work satisfactorily? Have we not delivered on the schedule we have promised? I know there has been some unpleasantness with Mr. Dom Montain but... Larry: Yeah, all of the above, or we wouldn’t be giving you anything else. Look, here’s the problem. To do this job you’re gonna need a copy of some of our source code. That is a big risk for us. We never let the source code out. Ahmed: Mr. Montain will not like this... Larry: If MISTER Montain would’ve done this job himself like I asked him, then I would not be turning to you. I would not need the Jenin Group for this if he would do his fucking job. But he won’t so I’m turning to you. It is very, very fucking important that Dom not find out you’re doing this work or get any idea at all that you have the source code. Ahmed: I understand, and I appreciate your confidence. Larry: Yeah, well appreciation is one thing. I need your personal word that our source code will be safe. That it will be seen only by those with a need to know and only to do this particular job. Ahmed: You have my word. Larry: What I need the Jenin Group to do is to look at this code and figure out how to attack a very few sites that I will give you a list of. These sites are hackoff customers. Ahmed: Is this a test? Larry: Yeah, I like that. A test. You could call it that. It is time that customers understand that it’s not safe to use only our software protection; they need our monitored service as well to protect them. The problem is that our software’s been too fuckin’ good or hackers are too fuckin’ incompetent. Nobody has gotten in trouble because they don’t use the monitored service. Of course, we don’t want anything really bad to happen to these customers, but I’ll give you messages to leave inside their security that will indicate to them that they are vulnerable. There will be a little publicity about this after hackoff has come up with a fix. There will be no real harm to the customers, of course. But they will see that they are living on borrowed time if they rely on software protection alone. They really need our managed service. This is really in the customers’ own interest. Someday some real hacker is going to break in and do real harm if they don’t wake up. This will do them no real harm but
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it will show them how important it is to use our monitored service. Can you do this job? Ahmed: Yes, I believe we can. We cannot give you a price, however, until we have looked at the source code and ascertained the difficulty. How will we get the source code; I assume it will not be from Mr. Montain? Larry: You assume right, buddy. I have the code you need here on this DVD. I am assuming you will guard it with your life. Ahmed: You have my word, my friend. # Mark listens to the tape a second time. Then his phone rings. “Mark Cohen?” “Yes, this is. Who’s calling please?” “Mark, this is Rachel, Rachel Roth. I just got home and Ahmed’s gone. Your police were here looking for him, waiting for him, but he’s gone. He left me a note.” “What does it say?” “I can’t, Mark. I can’t tell you on the phone. I misjudged him. Oh, shit, I did.” “What has he done, Rachel? I’m sorry you’re disappointed but…” “No, Mark, you don’t understand. You don’t understand at all. He wants me to show you the note. He says I’m to bring it to you myself.” “Are the cops still there?” “Yes.” “Okay, let me speak to the one with the most stripes on his sleeve. I’m gonna ask them to bring you down here.” After talking to the sergeant, Mark orders an airport and ticket watch for Ahmed Qali and a trace on recent tickets in his name. The trace will come up dry.
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Chapter 15: April 5-7, 2003
“Zoop?” the old lady asks Dom. She is the woman Dom rolled under a truck as the World Trade Center tower collapsed. At the time, he left without telling her his name. A year later she saw him on All About Hackers — a cable TV late-night local talk show — as she was channel-surfing. She recognized him immediately; saw his name at the bottom of the screen; and found him on www.411.com. When she invited him to dinner, he came. Dom and the old lady have become fast friends. She liked techie stuff and was already using the Internet to communicate with her children and grandchildren. Dom introduced her to Vonage VoIP services so that she could talk as long as she wanted on the Internet without running up big bills. She fed him things he liked. After Dom intercepted the text message to Mark Cohen’s cell phone ordering his arrest, he went to the old lady’s apartment in Brooklyn with his computer, a toothbrush and Listerine he bought on the way, chocolate for her, and no changes of clothes. The only questions she asked him were whether he had a girlfriend yet and what he wanted to eat. After dinner, he immediately went to work on his computer. He didn’t use the old lady’s broadband connection, but switched between several local WiFi nets he hacked into: Verizon WiFi (from a nearby ex-payphone location) and Verizon 1xEVDO. By 11:00 PM, he has recaptured the packets from Donna’s spy camera, and starts watching them from the time he remembers entering Larry’s office. He starts a few minutes too soon, so the first thing he sees is Donna’s face as she leaves the office. Watching her, he sighs. That’s when the old lady asks, “Zoop?” “What?” asks Dom, disoriented. “Zoop,” she says. “Do you vant some zoop? Is good for you. You need it.” “Yes,” says Dom. “Yes, I do. I’m upset.” “Ich weiss,” she says. “I know. Somebody has disappointed you. Was it the beautiful lady I saw on your computer? She is beautiful but I do not tink she is a good person. I do not tink she is Jewish, either. Is it she vhat … that disappointed you?” “Yes,” says Dom. “I feel like I was kicked in the stomach.” “That’s vhy you need zoop,” says the old lady. “Is for your stomach. And for your soul. Did you luf her?” “No,” says Dom, now breathing normally and smiling fondly at the old lady. “No, Alte, I didn’t love her. It’s not what you think. I thought she was my
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friend; that’s what hurts me. She is trying to make trouble for me and I don’t know why. She has betrayed me.” “That is vorse,” says the old lady. “It is vorst of all to be betrayed by a friend. That’s why we could not belief it when our neighbors turned us over to the Nazis. They vere our friends, these neighbors, and they turned us over and we could not belief it. Drink your zoop.” “Alte, I must work. I can’t tell you why. It is better for you not to know why. But I have to work all night. May I work here?” “You are always velcome here,” says Alte. “Whatever you need to do it is okay, as you say. You vill vork and I must sleep because I am an alte lady and I vill talk too much to you if I stay avake. And after the night it vill be morning and ve vill have breakfast, yes?” “Yes, Alte. We vill … will have breakfast. Thank you. Thank you for being my friend.” “Gute nacht, liebchen.” “Good night, Alte.” Dom watches himself enter Larry’s office in the jerky video. “Shit,” he says as he watches himself shake the mushroom jar. After much fast forwarding, Dom sees Ahmed enter Larry’s office. The two men sit down and talk for a while. Ahmed hands Larry a Lucite pyramid. Larry looks crestfallen when he sees it. He puts it on the shelf near the mushrooms. Dom rewinds to the pyramid and zooms in on it. He stops as if lost in thought. He puts his head down next to the computer and folds his hands over the nape of his neck. After some time, Dom picks his head up, changes broadband connections, and continues watching the video. Larry leaves the room. While Larry’s gone, Ahmed picks up Larry’s gun from his desk and examines it. Before Larry returns, Ahmed puts the gun back. The two men sit down again, Larry facing the camera, Ahmed with his back to it. Ahmed and Larry argue and Ahmed leaves. It is a few minutes before Larry can calm himself enough to sit down. He also grimaces occasionally and rubs his stomach. He appears to be belching. Larry picks up the Lucite pyramid, then slams it back down on the shelf. He sits down and works for a while on his desk computer. He interrupts himself with frequent breaks during which he leaves the room. “The mushrooms?” Dom asks himself out loud. “Shouldn’t have been that soon, but maybe. Or something that bastard Ahmed told him?” Now Donna enters the video and the office. She and Larry sit kitty-corner from each other at the coffee table. The camera swings to their conversation. At first they seem amiable. Donna touches Larry’s knee; he laughs at something she says. Then he shows her the Lucite pyramid. Clearly it upsets him. She pats his shoulder; it looks as if she is reassuring him. But now they are arguing. Their heads are back like two intertwined snakes hissing at each other. Now they are friendly, again. Donna leans forward and smiles at Larry. He smiles back weakly.
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Donna picks up the gun from the table and puts it to her head. Larry takes it from her hand as she puts it on the table, gestures with it for a while, then puts it to his own head. Donna in the video flinches just milliseconds before Dom watching the screen. The left side of Larry’s head explodes. Dom rewinds and watches again. Then he runs to the bathroom and throws up. ### Rachel is shown into Mark’s office. Despite her makeup being fresh, it is clear that she has been crying. She is in slacks and a sweater, far more casual than when she met Mark in the fern bar the previous afternoon. She slumps in her seat. Silently, she hands Mark a handwritten note. #
My Dearest Rachel: It is time for me to leave. It is not likely that we will ever see each other again. The problem we had thought was over has not ended. I have caused a situation for which I must take responsibility. I am afraid that I will not be able to succeed, but I hope that you know me well enough to understand why I must try. For the last four days I have thought of my alternatives and tried to fix what is broken from here. It cannot be done. I asked you to tell the policeman as much of the truth as you know, and I hope you have done so. There is no reason for you to be further at risk than my presence in your life has already put you. Now that he knows what you know, he will have to try to prevent me from taking further action myself. I cannot let myself be restrained. I must do what needs doing, Allah willing. I have never told you that I love you. My culture did not allow me to say that. I am no longer willing to be a captive of that culture. I cannot leave you without telling you that I do love you in a very Western sense. If I were not a danger to you, if I did not have to do that which I must do, I would ask you to be my wife. It is not to be. You must think of me as dead. You must resume the life you should have. Please show this letter to the Jewish policeman Mr. Mark Cohen. Bring it to him yourself and show it to him. I believe that he is a good person despite his job and he can arrange protection for you. I Love You. Ahmed
#
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“I understand why you’re upset,” says Mark. “This must be very hard for “No shit,” says Rachel. “I have to ask you this: Do you know where Ahmed is?” “I’m sure he’s on his way to Jenin. Can you stop him? Can you save him?” “I’m already trying. There’s no record of him buying a ticket for international travel recently. But he’s very intelligent. I don’t want to be negative, but I don’t think he would have told you to bring me the note if he thought there was any way I could stop him. I think he knows what he’s doing, and I have to assume he’s already left the country under a fictitious name. I’ll request assistance in Tel Aviv. If he come through there, we may be able to restrain him. I just hope he knows what he’s doing when he gets to Jenin, if that’s where he’s going. He’s absolutely right that you need protection.” Rachel argues that she can just leave town for a while. She uses Mark’s computer to go online and make plans for a two week ski vacation in Utah using an alias that Mark has provided. Mark has her picture taken for an ID with the alias to use on her flight and, after receiving proper receipts, also gives her a credit card with the new name. He says he will contact her about transferring money inconspicuously from her bank account to cover the credit card. She says that Barcourt won’t like it when she says she’s going to be gone for a while, but fuck them — they owe her. Mark provides an inconspicuous escort back to her apartment and arranges watchers through the night before she leaves. ### From: Sent: To: Subject: Dom: I appreciate your openness. It is a sign of good intentions. The audio is an eyeopener. However, your information is stale. I have good reason to believe that the deceased had decided NOT to stage the attack BUT that elements in Jenin may be proceeding on their own with an attack that is NOT victimless. Does the name Yasir mean anything to you? It doesn’t make sense for you to put yourself at risk as a fugitive any longer since the circumstances have changed. I strongly urge you to give yourself up. You can do that through an attorney if that is what you would prefer. Det. Marcus Cohen Saturday, April 5, 2003 [email protected] Your information
1:03 AM
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From: Sent: To: Subject: mark,
[email protected] Saturday, April 5, 2003 mark cohen RE: Your information
1:10 AM
yes I know who yasir is. if he is involved in an attack it is more dangerous than i thought. he is exactly the kind of person that might seriously misuse our source code even worse than what larry intended to do. this makes it all the more imperative that i get all of our users updated asap so that the old source code becomes irrelevant and this game can be stopped. you will understand why that means that i cannot allow myself to be arrested during this process just as i understand that you would not be able to give me access to what i need to do what i must do if i were in your custody.
From: Det. Marcus Cohen Sent: Saturday, April 5, 2003 To: [email protected] Subject: RE: Your information Importance: High URGENT Dom: URGENT URGENT
1:15 AM
It is URGENT that you not do an update of your users! Part of the threat that was made is that the start of any update will trigger a massive attack immediately before the update can take affect. I don’t understand the technology involved. However, I believe my source to be credible. hackoff will probably receive some demands in some form from collaborators of Yasir although we believe that he, himself, is dead. His death is not verified, however. We know nothing about the exact motives or methods of his collaborators although extortion is quite possible. #
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Dom reads this email three times. He looks at the ceiling, then back at the email. He twists his sideburns and looks back at the ceiling again. Mousing furiously, he trolls through websites full of hacker esoterica, sometimes cutting pieces of code from one window and pasting them into others. He runs a search engine he wrote himself that crawls through websites Google will never find. Sometimes he must solve a riddle as the price of entrance into a site or give a piece of hacker history known only to a very few people. Occasionally, he runs an applet, then a ping trace, then an app whose source code he is continually modifying. Streams of numbers cascade down the screen. Sometimes Dom turns the numbers into histograms; some appear to be fractals, others much more predictable. Some of the patterns are superimposed on a recent map of the Internet Dom has accessed from somewhere. Nodes change colors as simulated packets march through them or bounce off. Occasionally, Dom aims a real packet stream at a real router. At Dom’s first attempt to make coffee, he is nerding so deeply that he spoons the coffee grounds into the basket of the Mr. Coffee without the strainer. The grounds pour onto the floor through the hole in the bottom of the basket for several seconds before Dom realizes that something is wrong. He is unsuccessful in cleaning the grounds off the linoleum floor with a dry paper towel. Finally, he focuses sufficiently to wet the towel and does a mediocre job of cleaning up some of the spill. Straining to keep himself from taking another mental journey, he puts the mesh strainer in the basket and does finally succeed in making a pot of coffee. He apparently doesn’t notice spilling almost as much coffee on the counter as makes it into his cup. He burns his tongue by drinking too soon, but his focus has already shifted out of the room and back out onto the Internet. Dom’s packet streams are aimed at the servers of the Jenin Group but they are bouncing off a cyber-security fence that Israeli intelligence has built around the Palestinian territories. Even packets that are being beamed to and from satellites directly into the territories encounter this fence. The purpose of the fence is to disrupt terrorist communication and find yet more damning evidence against Yasser Arafat. Now it is protecting the servers of the Jenin Group from Dom’s probes. He goes downstairs and paces clockwise around the block quickly in the cold predawn air. Then he reverses direction and paces counterclockwise as a dirty light preannounces the dawn. Suddenly, Dom stops, straightens, and runs back to the old lady’s building. He trips on the stoop, trips again twice on the stairs, and a final time on the door jamb. He is back at his computer. Now his packets pretend to come from the set of Internet addresses that belong to hackoff.com. Dom places an agent just inside the hackoff firewall to redirect the appropriate returning packets to him. His probe is now through the Israeli security fence and in the DMZ of the Jenin Group’s Local Area Network. Dom easily carves a hole in local security, giving him access to all of the servers on the LAN. His crawlers locate several copies of
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hackoff source code. Dom pauses to replace each of them with authenticlooking but crucially altered versions of the code. Now he monitors the live packet stream in and out of the Jenin Group LAN. His filters look for the IP addresses of hackoff customers but don’t find any. What he does find is a stream of VoIP packets being exchanged with an address at hackoff.com. Dom picks off a copy of these, runs them through a VoIP decoder, and plays them through his earphones. Looking puzzled, he separates the inbound stream from the outbound stream and plays them separately. # From: Sent: To: Subject: chaim: you and i met at dinner in nyc with larry lazard last november. we had an excellent discussion about the comparative etymology of human and computer languages and why hackers like puns. you also were very informed on encryption and we discussed inventing and patenting an encryption/decryption game. i assume you had no trouble decrypting this email. since you were such an interesting person to talk to, i used some of my own sources to find out more about you. at first i was surprised at how little i could find, you hardly exist on google and are even more invisible to some other tools i use. i have concluded from the information about you that does NOT exist that you are a member of or closely connected with israeli intelligence. i have information which i think but am not sure is of intelligence value and i intend to make that available to you. i also intend to ask you a favor that is important not only to me but to many other people as well. i believe we have many of the same enemies. to assure that i am not wrong about you and that you are actually affiliated with security i am sending my information and my request in a following email which will be more strongly encrypted. in order to decode that easily you will need to provide the MAC address of the server called gulag which is used as a filter by israeli security. [email protected] Saturday, April 5, 2003 chaim roslov security information
6:10 AM
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From: [email protected] Sent: Saturday, April 5, 2003 To: chaim roslov Subject: security information Attachments: ipadresses.xls
6:14 AM
since you are reading this you must be who i think you are. i know that israeli security monitors and sometimes blocks internet traffic going in and out of the territories for security reasons. i think you or your colleagues may be aware that there is traffic between hackoff.com and an organization in jenin which we have outsourced some work to. it may be that you are particularly tolerant of this traffic since you know it represents a legitimate business relationship. i think however you may have been complacent. i had reason to monitor this traffic and found some highly suspicious traffic streams of what superficially appears to be voip between hackoff and the jenin group. however, the hackoff ip addresses are not in service. the packets outbound from jenin appear to be empty and, in fact, fall into the bit bucket when they get here since the addresses do not exist. the packets going into jenin do not originate at hackoff despite having hackoff origination addresses. as i said, these particular addresses are not in use. when i listen to these packets as they are being received in jenin i hear what sounds like arabic although that is not a language i know. i think that this is some sort of communication designed to be undetected and unmonitored by you. the first sheet of the attached spreadsheet contains a list of the ip addresses involved so that you can monitor this communication as you see fit and leave it up or take it down as appropriate. that is your game and not mine. now here is my problem. without explaining all the particulars, i am going to have to take some defensive actions on computers belonging to my customers to render them safe from an attack which i believe to be imminent. it is very possible that the other side will launch its attack as soon as they are able to detect that i am taking defensive measures and these measures will take me at least an hour so there is a window of vulnerabilty. thats where i need your help. i would like you to shut down all communication between the territories and the ip addresses of my customers whom i must protect which are listed on the second sheet of the spreadsheet, i need you to give me a
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you are willing to do this, please respond in zulu time. when you respond to this will appear to bounce. that is a security will still get the mail.
i have one more inducement to offer you for helping me. it is clear from what ive told you that i have been able to penetrate your border ip security. it may be that no one else will ever find the hole i found. i will never use this hole for any illegitimate purpose. i assume, however, that you will still want to plug the hole and i will tell you where it is if you help me do what i need to do. because i know you will make some inquiries i need to tell you honestly what my present situation is. i am a fugitive from the police here in nyc on suspicion that i poisoned your friend larry lazard who you probably know shot himself. i did not kill larry lazard nor would i kill or attempt to kill anyone. i must remain a fugitive until i am able to protect my customers from the attack against them. pls let me know you will open a window for me by shutting a gate on them. thanx. ### Detective Mark Cohen finds Kevin Wong at hackoff on Saturday morning. In Dom’s absence, Kevin is acting as CTO. “Have you heard from Dom?” Kevin asks. “Yes,” says Mark, “I have. I want to help him. I have a question for you.” “Shoot,” says Kevin. “Not literally,” he adds, eying the bulge beneath the shoulder of Mark’s jacket. “I know this place is very secure — from a network point-of-view…” “Right,” says Kevin. “I mean you have to worry about hackers breaking in and everything…” Again Mark pauses. “Right.” “So, what I’m asking is: Do you think there could be any way someone clever, some smart hacker could get in and do the kind of thing from outside that you’re only supposed to be able to do from inside? I mean, that would be bad, right? “Right,” says Kevin, “that would be called a backdoor. That would be bad.” “I think that’s what Dom’s worried about.” “What do you mean? What did Dom say?”
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“This is an ongoing investigation, so I’m not allowed to say much,” says Mark. “But I can tell you that Dom thought you were the person to go to for things like this. That must be why you’re acting CTO, right?” “Right.” “So, if you thought there was a backdoor, could you shut it down?” “If I knew where it was, of course. Did Dom say…” “That’s the problem. We don’t know where the backdoor is. But it looks like there probably is one. So, if you know there is one but you don’t know where it is, then what can you do? I mean, could you change all the locks or something? Does that make sense?” “Sort of,” answers Kevin. “We have a lockdown drill. It means that we have to go to backup for email, but that’s no so bad on a weekend. It means people working at home wouldn’t be able to get in to the network. That’d be a pain, especially on a weekend. If Dom wanted us to do it, we could. Let me think…” Mark lets him think. “Yeah, we could do it. But ... Are you sure? I haven’t seen anything on the traces makes it look like we have a problem.” “That’s the problem,” says Mark. “It’s someone Dom thinks is really good. Wouldn’t leave a trace. I think you should do it. I think you should lock down for the weekend at least. Then hopefully Dom’s back and we know what to do next.” “Right,” says Kevin. ###
From: Sent: To: Subject:
shalom Saturday, April 5, 2003 [email protected] your request
10:14 AM
0500Z 20030406 – 0800Z 20030406 ### “Yes!” says Dom. “YES!” He slams his right fist into his left palm, gets up, and almost dances around the kitchen. “Vhat is it, liebchen?” asks Alte. “I’m glad to see you happy. You deserve it.” “Can’t explain, but I’ve got help,” says Dom. “I’ve got the help I need. Now I can do it.” “Good, liebchen,” says the old lady. But Dom is already hunched over the computer working furiously. “No,” wails Dom. “No! Shit! Can’t be!”
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“Vhat, liebchen, vhat is the matter?” “I can’t get in! I’m locked out! I’m stuck.” “Who locked you out, liebchen? Who would do that?” The old lady’s voice seems to calm Dom. “It must be Kevin,” he says. “It must be. I taught him how to do the lockdown. Now he’s done it. Shit!” “Why would this Kevin do this to you?” “I doubt if he thinks he did it to me. Something must have scared him, made him hit the switch. But I trusted Donna… Not Kevin, too.” Dom looks as if he’s close to crying. “This is a computer thing?” asks the old lady. “This lockdown is a computer thing?” “Yes.” “Then you can fix it,” she says. “You can fix anything wit computers. Even I know that.” “I would have to break it to fix it,” says Dom. “And I made it so it couldn’t it be broken. It was only for use if something happened to me. I made the lock. Kevin just closed it.” “You vill open it. I know.” But Dom can’t. He’s now been without sleep for thirty-two hours, not that unusual for him, but wearing. His head is on the kitchen table in despair. Occasionally he tries a few keystrokes or mouse clicks, only to look away again at the result. “There’s no way,” he says. “I can’t.” “Yes you can, liebchen, you always can.” “But…” says Dom, “this time I beat myself.” The old lady says nothing. Dom puts his head back down. Then suddenly up, staring at nothing. “No,” he says, head back down. “I can’t ... I can’t do what…” “What?” asks Alte. “I can’t get into the building,” says Dom. “I mean the real building, not the network. I can’t; the cops are guarding it. And, even if I did, they must have guards in the building. They must be watching. I couldn’t be in the halls. I couldn’t … I can’t…” His face is white. “You can’t vhat, liebchen?” “I can’t crawl through the pipe. I can’t. It’s too close, too tight, too dark. I can’t.” “You can,” she says decisively. “Ich weiss … I know you can. I saw you. You saved me. I vill help you…” “How can you help me?” asks Dom, miserable. “There vas a story,” says the old lady. “There vas a story from vhen I vas a little girl. There vere two animals — a lion vas one, I know, the other I think vas a mouse. One day the lion didn’t eat the mouse. And the mouse said: ‘Thank you. Thank you for not eating me. One day I vill help you.’ And the lion laughed that the mouse vould help. And he forgot. But one day the lion got a big thorn in his foot. And he couldn’t run around any more like a lion and he
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couldn’t catch anything to eat. And the mouse came and she took the thorn out of the lion’s foot with her sharp little teeth. And she said: ‘See. You shouldn’t laugh vhen someone says she vill help you.’” “How will you help me, Alte?” asks Dom. # It’s just after midnight. The cop at the backdoor of the building in which hackoff.com is located is cold and bored. He’s alert though. Detective Mark Cohen, himself, has told the officer that the suspect likes backdoors. An old lady shuffles past him; there have been several during the night, although not as many as there would’ve been in the days before Giuliani somehow reduced the street people population. A minute later, the old lady screams. The cop turns, but she has gone out of sight into a small alley. There is no question where the screams are coming from. He runs into the alley and has his gun drawn by the time he gets to the still-screaming bundle of rags. “Get him!” she screeches. “He hit me! He knocked me down. He took my purse! Get him! Is everything I have.” “Where? Where is he? Are you alright?” The cop’s flashlights shows no apparent wounds on the old lady who is struggling to her feet, and nothing in the alley but trash and … something moving. A rat. “There,” she says and points to a dark corner. The cop runs there with light and gun ready. Nothing but the scrappling of claws. “No! He’s there! Get him!” Different direction. Same result. The old lady is in tears. “He has taken everything, all. I have nothing, now; nothing.” “Come on, grandma,” says the cop. “I’m gonna call an ambulance. Then we’ll get social services. They’ll take care of you. You’ll be all right. Fucking predators — excuse me, ma’am. It just gets me upset. But we’ll take care of you, okay? Don’t worry. And don’t cry.” He is a kind man. “No,” says the old lady. “Nein! They can’t take me away. Don’t let them. No!” “They’ll HELP you, grandma.” But she won’t be persuaded. She won’t even wait for the backup to come so he can bring her in to file a complaint and try to ID her attacker. “He vas big,” she says. “He has a very vhite face and a very black beard and cold black eyes.” She finally scurries off despite his objections. # Dom takes the grate off the airshaft in the building utility room with the screwdriver of his Leatherman tool. He puts the tool back on his belt. Sweat beads on his temples and his breathing becomes shallow and fast. He leans slowly forward so he can illuminate the shaft with his LED flashlight and pokes
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his head in while keeping his body far back. He pulls his head back suddenly, then forces it back into the shaft. He puts his hands on his thighs as if using them to force his legs toward the shaft. Very slowly he pulls his body into the shaft by the handholds above the opening. The LCD light joins the Leatherman tool on his belt and, after hesitating, he turns it off. The sweat is now dripping from his chin despite the slight chill in the room and the even colder air in the shaft. It takes him a minute to place both his feet on rungs below the opening. He sobs once with fear, then forces himself upright and resets his face from sob to clench. Stooping in the shaft, Dom reaches out and pulls the grate back into the shaft opening. He can just squeeze his forearm out to screw the grate back in. But he drops the tool. Now he has to remove the grate again; lift it; reach down and pick up the tool and resume the job. He is moving steadily but in slow motion. Dom climbs the shaft. Dim light filters through grates from rooms with lights. After two stories of painful but accelerating climbing, Dom reaches the grate into hackoff’s server room. The room is lit faintly and LEDs twinkle on the many machines. Cool air from the shaft is drawn past Dom’s sweaty neck as it whispers into the room. Dom starts to reach out through the grate with the tool, then stops and carefully puts the tool back on his belt. He takes out one of his shoelaces, ties one end around his wrist and the other to the tool, and then reaches outside. He does drop the tool as he tries to work with it but it doesn’t fall out of reach in front of the still screwed-in grate since it is attached to his wrist. Dom grins slightly and succeeds in removing the grate and entering the room. He puts the lace back in his shoe but doesn’t tie it. Now Dom is comfortable again, clearly back in his element. He activates a monitor and pulls a tray with a keyboard out of one of the racks. Seated on a wooden stool, he grunts, snuffles, and talks to himself as he navigates through the hackoff server farm and then establishes contact with several customer sites. Now five monitors are in use: one is attached to a local server, a second is remoted to a customer server Dom is working on, two are monitoring other customer servers, and one is running a utility Dom cobbled together to look for anomalies in the packet streams in and out of hackoff. After a few minutes, Dom commandeers a sixth monitor and hooks into building security so he can watch the elevators coming up to hackoff. Very gingerly and a step at a time, Dom installs his upgrade on a customer server. Nothing on the monitors indicates that the other customers are being attacked. Dom runs a few tests to verify his install at the first customer site. The test gives six greens and one yellow. Dom tinkers a bit more and the yellow turns green. He now runs scripts to upgrade multiple numbers of customers simultaneously. The scripts automate what Dom did manually to the first customer, so he is free to watch. His head swivels from monitor to monitor. Once, he quickly shuts everything down. Then, after a few checks, resumes the process.
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Something catches Dom’s eye on the building security camera. He grimaces and increases the number of simultaneous upgrades. Now he is also watching the door to the server room but it doesn’t open. After ninety minutes, the upgrade process is apparently done. Dom runs another round of tests. He looks at the IP packet log again. Dom goes back to the shaft but only to replace the grate. Atypically, he combs his hair and tucks in his shirt, which has come out of his belt. He tries to brush some black dirt from the shaft off his shirt but only succeeds in smearing it. Then he walks briskly to the server room door and opens it. “Hello, Dom,” says Mark Cohen. The detective is leaning against the wall across from the door and about ten feet down the hall. There is no one else in sight. Mark keeps some of his weight on the wall as if to avoid frightening Dom. “Hello, Mark,” says Dom. “I saw you come in.” “You mean I didn’t activate the backdoor right after all of that?” “No. You did fine. There is a tiny discontinuity, though, when the loop repeats on the camera. I tinkered with it as much as I had time to and figured no one would see it unless they were looking for it and no one would do that except me.” “Figures that you would leave a backdoor in the backdoor.” “You didn’t have to come here to arrest me. I told you I would turn myself in when I finished doing what I had to do.” “And did you accomplish what you needed to accomplish? Are the customers safe?” “Yes. Yes, I did. If you’d interrupted me when you first came in the building, the bots would have had to finish the upgrade by themselves, which would have been fine. But I wouldn’t have known it was fine. So I appreciate your waiting. So why did you wait, though? Why didn’t you arrest me right away?” “I wanted to put you under obligation,” says Mark. “Is there somewhere we can sit down?” “Am I allowed in my office?” “As long as you’re with me.” The two men sit across from each other at the table in Dom’s office. Dom is breathing heavily but slowly. He looks relaxed, although he’s filthy from the shaft he crawled through. Mark is tidier but more tired-looking than Dom; his shoulders are slumped, but he is smiling. “How did you know I’d be here?” asks Dom. “I got Kevin to bolt the cyber backdoor.” “Yeah. Why did he do that? He’s my friend … I thought he was my friend…” “He is your friend,” says Mark. “I let him think you wanted him to do it. That avoided a conflict for him. He was glad to do it.” “He’s a good guy, but he doesn’t play games well,” says Dom. “Still, glad to know I have a friend … one friend.” “You paused. What did you think of?”
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“Nothing,” says Dom. “So, go on… You got Kevin to lock the cyber backdoor, and…” “And that meant you’d come here. I could’ve bet that you’d come in the real backdoor and then take a backdoor into the server room but that was just a guess. I had cops at both sides. When I got the report that the cop on the backdoor had been distracted, I was on my way. By the way, who did that? Who helped you?” “I will never tell you.” “Actually, that could be construed as obstruction of justice.” “Construe it however the fuck you want.” Dom sits upright and defiant. “Let’s change the subject for a minute... Why did you let Larry take the blame for ‘Gotcha’? Why did he want to take the blame?” “I … I don’t know what you mean.” “Of course you do. You did ‘Gotcha’, not Larry. It doesn’t take much to figure that out. ‘Gotcha’ is your MO written in spades. It’s like the hack you told me about at Caltech. It has a backdoor like everything you do. I’ve suspected you did it for some time, and you confirmed it in your email when you said ‘it would be impossible for me to learn anything from the author of Gotcha’ or something like that. You can’t stand anyone thinking that Larry was a good enough hacker to do ‘Gotcha’. You’ve been wanting to tell me the truth about this since we first talked. Why don’t you tell me now?” Mark is extremely calm and has a friendly smile while he says all this. Dom is almost smiling himself and wiggles slightly in his seat as he says, “Yeah, Larry did take credit for ‘Gotcha’. It was the best I’d done up until then, but Larry took credit for it. He could never have done it. And I let him, that’s true — I let him take the credit.” “Why?” asks Mark with the minimum possible intensity and no body movement. “I was afraid. I was afraid that I was going to be arrested and go to jail. I couldn’t stand that. I have … I HAD claustrophobia. I couldn’t go to jail. I couldn’t go where there are no computers. And I couldn’t be locked in. I was too afraid.” “You don’t have claustrophobia now?” “Didn’t I just crawl in through a pipe?” says Dom proudly. “Didn’t I just crawl in through a very dark pipe? I used to have to pretend to be my avatar ultramole just to get into an elevator. Now, I — Dom Montain — I can crawl through a dark pipe if I have to. Don’t like it but I can do it.” “What cured you?” “9/11.” “I want to hear that story someday,” says Mark. “I really do. But tell me, why did Larry want to take the blame ... the credit for ‘Gotcha’?” “He saw the career possibilities. That kind of game he played very well. He figured out that there was going to be huge fear about hacking and that he could take on the character of the foremost authority and have a great consulting business if he took credit for ‘Gotcha’ because it was such a good
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hack and because it was more a warning than an actual attack. He was right. He figured all that out. He wasn’t afraid to go to jail like I was. And he tricked me.” “Tricked you?” “Yeah.” Dom looks miserable again but his breathing is in control. He rubs his bleary eyes and smears more dirt on his face. “Yeah, Larry made me believe that I was about to be caught. That the cops were closing in. He scared me. But it wasn’t true. No one was closing in except Larry. He pinged my computer system — made me think the cops where closing in, so I thought I was going to be caught. Then, when I was so afraid I’d go to jail — my claustrophobia and all — Larry says he knows what’s going on; that the police have told him about their investigation and that they are about to catch me no matter what he does to protect me. And when I’m most scared, he says he’ll take the rap. I was almost grateful to him, I was so scared. He tells me the truth, he appears to be very sincere, how he wants to jump start his security consulting career. And he says, after he gets out of jail, he’ll start a company and I can be CTO and I’ll be King of the Hackers because I’ll be the good guy that protects everyone else from hackers.” “Some story…” “It’s the truth,” says Dom. “It is the truth. I don’t mind telling you that part because you can’t arrest me for ‘Gotcha'. Statute of limitations and all, I checked. And it’s time I get credit for what I did.” “How did you find out that Larry tricked you, that the police really weren’t closing in?” “I don’t want to talk about that.” Mark shrugs. “So, Larry figured out that you were doing ‘Gotcha’ and then tricked you into thinking there was a police attack and then took the blame … or credit… for what you did. I don’t want to piss you off or anything, but it seems he sort of won that game pretty fair by hacker rules. I mean if he went to jail for what you did…” “You don’t get it,” says Dom. “You don’t get it at all…” Silence from Mark. “If Larry out-hacked me, right, that would be fair. But he didn’t; he just violated my confidence.” “What do you mean?” “One night while I was doing ‘Gotcha and Larry didn’t know it, he took me out to dinner; he did that sometimes. We liked each other; he knew what I could do. He got me drunk. He was always trying to buy me a drink but I didn’t drink and I didn’t do drugs. I didn’t want anything fucking up my brain. Some reason, maybe because I was more tired than usual, maybe because ‘Gotcha’ was getting to be such a big thing and I couldn’t tell anybody, I did take a drink. It didn’t do anything so I had another. Pretty soon I was drunk; I was sick. I don’t remember after that. Larry took me home; I woke up in my bed in a pool of puke and my head hurt. I couldn’t program all morning.
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“So, this is the thing,” Dom continues. “I didn’t remember what I said or what I did when I was drunk. And the next day Larry just laughed about it and said no big deal, we’d have to go out again and tie one on. Just laughed at me a little, but it was okay because it was friendly. But it turns out when I was drunk I told him everything about ‘Gotcha’, even how my alarms worked. So it’s not like he outhacked me and figured it all out and spoofed me that the cops were coming. He got me drunk and then he took advantage of what I told him. He didn’t figure out a fucking thing. Then he taunted me about it.” Upset now, he stands. He unbuttons two buttons at the top of his shirt leaving dirt marks where he touches the shirt front. “He fucking taunted me. That’s why I quit.” Now Dom goes over to the window and looks out, as if trying to see past his reflection into the darkness. “When did he taunt you?” “What?” “When did Larry taunt you?” asks Mark. “I told you,” says Dom. “He taunted me on March 31; he taunted me and told me how he’d gotten me drunk and I told him everything. How he’d fooled me into thinking the cops were about to get me but it was only him setting off my alarms. Up ‘til then I’d always been grateful to Larry for saving me from going to jail. I mean, I knew he was an asshole, and I knew he had his own reasons for doing it and all that, but I also thought he’d helped me and stood up for me. I owed him for that. But, no. It wasn’t that. He just got me drunk and took advantage of me and laughed at me because I was running, even though no one was chasing me. He said I was stupid and naïve. So I quit. No way I could stay at hackoff after that.” “You told me before that you quit at staff meeting; other witnesses said the same thing.” “I did. I just ran out of the office when Larry told me all this shit. I had to think about it. I didn’t want to quit because … because it’s my company — I helped make it — and because I gotta protect the customers from Larry’s hack. So I try to control myself. But then he starts laying on me in staff meeting. And now I have this new perspective how he never was my friend, how he tricked me from the beginning, then I lost it and quit — for real.” “Is that why you put poison mushrooms in his mushroom jar?” “I didn’t say I did that. You’re trying to trick me.” “Dom, I have the video. I SAW you put the mushrooms in the jar.” “No you didn’t.” Dom’s back at the table, leaning on the back of the chair he’d been sitting in. He meets Mark’s gaze. “I saw the video. You saw me shake the mushroom jar. Big deal; I was in the office; I was mad; I was impatient and I picked up his fucking mushroom jar and shook it. You’re not gonna go to court with that.” “You did more than shake the jar, Dom. You took a plastic baggie out of your pocket. You juggled the baggie and the jar and you put the baggie back in your pocket. And now, you’ve just given me a pretty good motive. You found out how he tricked you when you thought he was your friend. Then he dissed
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you and he told you you were stupid. Plenty of people have been killed for a lot less than that.” “Larry killed himself, you saw him in the video. We both saw him. I didn’t kill him; I wouldn’t kill anyone.” “Right,” says Mark. “Charge would be attempted murder since the deceased took it on himself to administer the coup de grace. Although, I’ll tell you, a prosecutor might say that he killed himself because he was hallucinating from the mushrooms. Might still go for murder one…” “They weren’t hallucinatory ‘shrooms. It was in the paper; they weren’t hallucinatory.” “So I’m thinking,” says Mark who doesn’t appear to have heard Dom, “I’m thinking it would be a lot better for you if we could figure out why Larry would want to shoot himself. Was it something Ahmed told him? Something Donna told him? Or was it those mushrooms churning his gut?” “I’ve got to think,” says Dom. “I get to think.” He sits down and puts his head in his arms on the table. The muscles twitching in his forearms make it very clear that he is awake. Mark, on the other hand, appears to be asleep as he sits with his head slumped and his eyes closed. ### It is morning in Jenin. A pair of Israeli Cobra helicopters rise above the horizon, so distant that they appear to float soundlessly straight up. They are actually advancing quickly towards the city. At a predetermined distance, each of the helicopters launches two very guided missiles. Despite its smart electronics, one missile has a mechanical malfunction and self-destructs just before hitting the desert sand. The other three missiles slam into three different small buildings in Jenin. Immediately there are secondary explosions and then thick black smoke from two of the buildings indicating that there were explosive materials stored in them. Part of the story is on the BBC within an hour. The announcer is an emaciated woman with hollow eyes and stringy blond hair who looks as if she has not slept in weeks. The video cuts from her to a shouting man running with a bleeding child in his arms as she says: “Witnesses report that missiles from five Israeli gunships struck residential buildings in this refugee camp this morning. Many of the victims reportedly were children. UN observers were quick to condemn this further escalation of violence by the Israelis.” There is no mention of the secondary explosions. ### Mark’s cell phone rings. “I’m going to have to go out in the hall and answer this,” he says to Dom who still has his head down. “I assume you’ll wait for me.”
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Dom doesn’t answer and Mark steps out into the hall and away from the door. After answering the call, he asks the caller to hold while he arranges for a cop lurking around the corner to keep the door in view. Then he resumes the conversation. Dom springs up the minute Mark leaves. He quickly goes to his computer and sends an encrypted email to an address that doesn’t exist at AOL. A bot running inside AOL grabs the email as it bounces, decrypts it, and forwards it. Then the bot erases itself. # From: Sent: To: Subject: lion Sunday, April 6, 2003 mouse we did it
5:14 AM
not to worry, alte, we did what needed to be done. i am safe and look forward to seeing you again. don’t know yet when i can but not to worry. thank you thank you thank you. # Mark comes back into the room. “You have friends in foreign intelligence,” he says. “If I did, I wouldn’t say,” says Dom. “Isn’t that the way the game is played?” “I didn’t ask. That was a statement. It’s probably a good thing for you.” Dom says nothing. “Why are you protecting Donna Langhorne?” Mark asks. “She’s not protecting you. Where do you think we got the video of you putting poison mushrooms in Larry’s mushroom jar? Who do you think has been trying to implicate you in Larry’s murder since this all began?” “I’m under no obligation to her,” says Dom vehemently. “I thought she was my friend; she’s not. But she didn’t murder Larry. We’ve both seen the tape. We’ve both seen Larry shoot himself.” “But we don’t know why. We don’t know why, and somebody’s bound to say it was the mushrooms.” “We may be able to hear Larry’s meetings with Ahmed and Donna.” Dom has clearly just made a decision. “I don’t promise, but we may be able to.” “Would be nice,” says Mark. “How? Do you know what happened to the audio that goes with the video?” “No. I don’t. It seems strange that it has no audio; maybe something broke. But I used to have a bug of my own in Larry’s office. That’s how I got the audio that I pointed you to last night. Then someone took the bug out of Larry’s office; it was in a Lucite thing the underwriters gave us after the IPO. It
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disappeared from his office. But Ahmed brought it back. I guess he probably stole it in the first place, but you could see him give it back in the video. But I don’t know if it was working when he brought it back.” “Interesting,” says Mark. “It’s part of a crime scene, though. We can’t just go take it out of there. Maybe tomorrow…” “Don’t have to touch it. I can download its audio from here. If there’s anything to download, if it’s still working. If it’s okay with you, I mean.” He is exaggerating his politeness. “I can see what’s on it now.” “Go ahead,” says Mark. “Hopefully for you, we hear something more than Larry complaining about the mushrooms in his gut.” Dom mouses for a few seconds. “I can still get its radio to work,” he says. “We have contact. First new recording is from February 28, about when I first noticed it was gone. So maybe we’ll find out where it went. It’s voice-activated, so we’ll only hear when there’s something to listen to.” A grinding and screeching comes from his speakers. “Sounds like it went for a ride on a subway.” The subway sounds continue intermittently for fifteen minutes. “It skips over the quiet parts,” Dom explains, “so we don’t hear anything in the stations.” “Lady, can you spare a buck?” asks a bleary male voice. “Get lost,” says an indistinct woman’s voice. “Sounds like a homeless person has it,” says Dom. “Wonder how he got it?” Now a man and a woman are talking. “Can you back that up?” asks Mark. Dom does and they listen again to the couple. “That’s Donna Langhorne,” says Dom. “She must have taken it for some reason. I think…” “You think what? You think you know why she would take it?” “No... No. I was surprised, that’s all. I don’t recognize the man’s voice.” “Noted,” says Mark, “that you’re holding something back again. You do have an idea why Donna might have taken it. I know who the man is and I’ll tell you just because I hope you’ll start telling me the truth. It’s her husband Francis; I interviewed him briefly on the phone. He’s out of the country.” Dom nods. “Right. I met him a few times. Scumbag lawyer of some kind.” He repositions at the beginning of their conversation. “Okay, Donna and Francis, let’s take it from the top.” # Donna: Francis: (indistinct even after several tries) What are you doing home so early, babe? What’s that thing?
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Francis:
Donna:
It’s a Lucite tombstone from our IPO; Barcourt gave them to us. Isn’t it nice? You won’t believe what the fuck is going on at hackoff. I’d believe anything, babe, try me. I’ve seen that in your office before. Why did you bring it home? Are you going to tell me? You’re carrying it like it’s a bomb. It’s not the one from my office; it’s the one from Larry’s office. It was too dangerous to leave it there. Look, get me a drink, would’ya? Then I’ll tell you the whole story. #
“She must’ve known it was bugged,” murmurs Mark. “I doubt it,” says Dom, stopping the playback, “or she wouldn’t be talking in front of it and it never would’ve come back. I trusted her and I told her a lot but I never told her I bugged Larry’s office.” He clicks the ‘Resume’ button on his screen. # Donna: Okay. Let’s start with this morning. Somehow Dom knows we’re using the Israelis to write the warning thing that’s gonna scare our customers into upgrading to managed service... (alarmed) He’s a (indistinct) ...on. How’d he find out you’re doing it? He could make a lot of trouble. He might turn you in. Kill you. Way you explained it, babe, he’s got this hacker’s honor thing like religion. That’s bad... # Dom shakes his head as if trying to clear it. “I didn’t know she was in on it. God, I WAS dumb. When I found out Larry had hired those guys in Jenin to do what I wouldn’t do, I told her about it. I thought she was on my side. I thought she’d help me stop him. She told me she’d help me stop him. ...Shit.” Mark holds up a finger to hush him and he subsides. # Donna: He doesn’t know I’m in on it. He came to me all upset because somehow he knows Larry’s hired those guys. So I try to calm him down. Tell him I’ll try to figure a way to stop Larry. Of course what’s got Dom really upset is that the Jenin Group’s got his precious source code;
Francis:
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Francis:
Donna: Francis: Donna:
Francis: Donna: Francis: Donna:
Francis: Donna:
it’s like they have his balls or something. I thought I had him calmed down. I convinced him it wasn’t a good idea to start threatening Larry. But then he goes and CALLS the Jenin Group. He gets this wild man Yasir on the phone, belongs to the PLO or al Qaida or something like that. Dom gets this radical on the phone — hates Jews, hates Americans, hates I don’t know what, and here’s this American Jew reaming him out. The guy goes off the deep end and takes off with a copy of the precious source code. Ahmed, he’s the agent for these guys... Yeah. I know. Remember, we talked about that. His uncle’s a client of my firm sometimes, right? I told you that. Yeah, I forgot. Anyway, Ahmed tells Larry about Dom’s call and Larry goes off the deep end. What’s this guy, Yasir, gonna do with this precious source code? I don’t know. No one knows. But we haven’t heard from him yet. What can he do? He’s just one guy. A kid really. So that doesn’t sound too bad. Probably not, except for fucking Larry going postal. Jesus, I need that like a hole in the head Okay, babe, calm down. What did Larry do exactly? Don’t use that fucking condescending lawyer tone with me. What he did, EXACTLY, was go off the deep end is what he fucking did. He decided to call the whole thing off. He panicked. Truth is, he’s been getting cold feet anyway. Thinks because he signed one big contract with iHudson for monitored service he can pull the whole thing off without this. Got an award from some dogooder group in Newark, too — him and Louise go to this fancy black tie dinner. Mayor of Newark tells him he’s a great guy because he helps all the poor kids. All of a sudden he’s a different Larry. I think this is just an excuse; he wanted an excuse to call it off. Maybe he was getting cold feet thinking of you being CEO? I was getting to that. I think it’s that, too. A year ago he promised. First “we gotta fight off the hostile”; then “we gotta let the dust settle”; then “now we gotta do this one more thing, force the customers over to monitored service, get profitable, that’s when you take over, Donna.” Right, and I keep falling for it. Now when I tell him he’s a jerk to get cold feet, you know what he says?
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Francis: Donna:
Go on. He says “I think that tells me you’re not ready to be CEO. You don’t see the big picture. You just want a quick hit.” Shit like that. I don’t fucking believe it. Larry’s lecturing ME on wanting a quick hit. Our boy’s turning into a saint right before our eyes. Which gets to why I had to take this little trinket out of his office. (inaudible) I didn’t tell you about this before because it seemed like just a little boy’s game, the kinda thing Dom likes to do. When Larry and Dom and me did the last thing to stop the hostile... #
“Stop the recording,” says Mark. “You gonna tell me what the ‘last thing’ was, or we just wait until she does. Looks like one way or another I’m gonna find out. Actually, I think I know anyway.” “I don’t think you know,” says Dom. He is miserable again. “I’ll write it down on this piece of paper,” says the detective. He writes something, folds the paper in quarters, and puts it on the table between them. “Go ahead.” “So,” says Dom. “I told the hackers how to get into the antihack sites so that antihack couldn’t do their hostile. I did do that. But I wouldn’t hack my own customers; I wouldn’t hack the people who depended on me to protect them. That’s wrong. I wouldn’t do it.” His voice is stronger on the last sentence and he sits up straight again. “I was almost right,” says Mark pushing the paper toward Dom who doesn’t open it. “It was your MO all over again. I thought you hacked in and left a door open for everyone else. You sure that’s not what you did?” “I was going to. I even had the code written. But, when I looked hard enough at how to get my code in, I saw that those jerks left a hole all of their own in their development system just where I would’ve hacked in a backdoor. So I didn’t need to use my code, just post on the hacker boards what I found.” Mark says: “Once I knew you did ‘Gotcha’ I knew you had to do this one, too. Before, I thought it might’ve been Larry.” “He couldn’t’ve done it. He wasn’t good enough. He knew that. He wanted me to do it because he knew it would work. So did Donna. We were friends again, like the old days. We did it together. We trusted each other and it worked.” “What’s with the Lucite thingamajigs?” asks Mark. “Where do they come in? I still don’t get that part.” “So, maybe we didn’t completely trust each other. We were worried, particularly Donna was worried: What if one of us tries to rat the others out or even make sure the others get all the blame? How do we protect against that?
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She didn’t really believe in hacker’s honor, I guess. So we wrote down everything, that all of us were in on it, the details. Then I got this old hacker — Larry knew him, too, from MacHack. Donna interviewed him like she was gonna hire him or something, but she liked him. He’s sort of a hardware hacker, too, not just software. Anyway, he makes these three ‘cyberkeys’ — electronic keys, I mean — and embeds’em in these Lucites we’ve all got in our offices from the IPO. Idea is that all three of our cyberkeys together can unlock and destroy the record. One can unlock the record but then, if the other two don’t ‘agree’ within seventy-two hours, the record goes public. It gets blasted out all over the Internet, even onto the hackoff chat group. We agreed we’d all keep the cyberkeys where they were, in our offices, so each of us would know the other ones were safe. “That’s why I put the bug in the Lucite,” he continues. “I was sure it would stay in Larry’s office. And I was surprised when it disappeared, but so much shit was going on by then with the Jenin Group and all that I never did figure that out. I knew it was out of range of my receiver; I couldn’t trigger it anymore. Wouldn’t have guessed Donna had it, anyway. And she never told me about Yasir taking off and making threats. She should’ve told me; Larry should’ve told me. I could’ve done the update I just did. I could’ve figured some way to make sure they didn’t know we were doing the upgrade or some way to hold ‘em off from attacking while we were upgrading. I just did that, right?” “You did with a little help from your friends, your Israeli friends I mean,” says Mark. “How do you know about them?” “Never mind. It’s not important now. So you didn’t know that Yasir had the source code and was making threats. Did you know Larry got cold feet? That Larry wanted to call the whole thing off?” “No. I told you; I didn’t have my bug in his office anymore. He wasn’t telling me shit. Donna told me that she hadn’t been able to stop Larry from doing this thing with the Jenin Group ‘yet’, but she would keep trying. And I was working nights on an upgrade so it wouldn’t matter what the Jenin Group did, they wouldn’t be able to get in. I’ve had the upgrade ready for a while but I couldn’t install it.” “Why not? Why couldn’t you just install it like you did tonight? That wasn’t hard, at least for you.” “We have … we had controls. No one person is supposed to be able to do an upgrade. It’s like it takes two combinations to open the safe at the bank. Larry wouldn’t let me do an upgrade. He kept giving me bullshit excuses. And I couldn’t do it without his key, or without hacking around his key. Not without him knowing. Still, I was working on that. But he was in the office all the time at night after the thing blew up at home with Louise because of Larry fucking the banker. Of course, now we know that Larry knew that Yasir would attack all the customers if I started upgrading, so probably that’s why he stopped me from upgrading. And he couldn’t tell me about that because then he’d have to admit to me that he gave the Jenin guys the source code to begin with.”
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“This is very complicated,” says Mark, shaking his head and obviously working to keep his eyes open. “Think we ought to draw it all on the white board or something?” “You’ve been in more complicated games than this. I’ve seen you in ‘em, Columbo.” “Yeah but I get to sleep,” says Mark. “Let’s listen to Francis and Donna some more. See if we can get even more confused.” “I’m not confused,” says Dom as he restarts the audio. # Donna: When Larry and Dom and me did the last thing to stop the hostile Dom gets this hacker to put radio things in these Lucites so that we all keep each other honest. I mean it’s a worry someone gets cold feet or pissed off or something and— I told you I didn’t think that was a good idea. Should’ve let ‘em do the hostile. Then you would’ve been stockholders in their company. Sue the shit out of ‘em. We could’ve done that. Yeah, all you boys want to play the game your way. Well, Dom had a pretty good idea how to play it the hacker way and you gotta give him credit — it worked. And we get these magic decoder rings or whatever they are in the Lucites to keep everyone in line. So why do you have to take Larry’s Lucite? He can’t use it to expose you without exposing himself. Isn’t that the point of the whole thing? Mutually assured destruction or something? Cause, I told you, Larry’s off the deep end. I don’t know where he’s coming from anymore. Maybe he’s such a goody two shoes now that he got his award from the Mayor of Newark that he thinks it’s a good idea if we all turn ourselves in. Maybe he wants to go back to jail. Remember, he confessed the last time and it made a whole career for him. Made him rich, really. I mean I don’t know where he’s coming from and I don’t want to leave the Lucite there. Still, that doesn’t solve the real problem. Larry’s gonna tell the Jenin Group to call the whole thing off. We’re still not going to get the company back on its feet. And he’s gonna renege one more fucking time on making me CEO like he promised. I got too much into this. I mean I’m not just gonna let it go. Maybe you should give— No! Fucking no, I’m not giving up! You think I should give up, you can get your pitiful rat’s ass outta here.
Francis:
Donna:
Francis:
Donna:
Francis: Donna:
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Francis: Donna: Francis: Donna: Francis: Donna: Francis: Donna: Francis: Donna: Francis: Donna:
Francis:
Donna: Francis:
Donna:
You don’t believe in me any more than the rest of them. Go ahead. Get out! Babe, wait. Chill— Get out! Go! What’re you waiting for? (inaudible) What? What do you have? ... an idea ... A real idea or some way to quit? You wanna sue everybody? Maybe even me? Is that your idea? No, babe, no it’s not. Go ‘head. Look, maybe we can get to the Yasir guy through Ahmed’s uncle. He’s the kind of guy we can do business with... Yasir? Are you kidding? He’s a nutcase. Not Yasir, the uncle. We can do business with the uncle. Maybe he can control Yasir. So we control Yasir. Big deal. He probably isn’t going to do anything anyway. And now Larry isn’t going to do anything. Where’s the big idea come in? How’s this help me? I’m still working on it but look ... something like this: Yasir sends a message to Larry he’s got the source code... Larry already knows that. Let me finish, babe. Okay? Let me finish. Yasir says he’s got the source code and he’s gonna use it to hack all the customers unless Larry lets the project the Jenin Group’s doing go on. He wants to save their jobs or something. But, if Larry does everything he says, then once Larry pays — maybe with a little extra because of how Dom insulted him and all — then he gives the source code back. If we can get to Yasir, we make sure he understands that hackoff’ll pay him directly, too, if he does that. That’s not bad. It’s the beginning of something. Larry’s plenty worried about what Yasir might do with the source code. He says the kid’s crazy but he’s not stupid. He’s smart, actually, Larry says. But it’s too weak; much too weak. Larry isn’t gonna give in on that. There’s gotta be a real threat. Like Larry’s gonna get killed if he doesn’t cooperate. And Yasir wants lots of money. And it’s all wrapped up in his Hamas stuff and Palestinian homeland and all that.
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Donna:
Is Larry gonna believe all that? Is he gonna believe a crazy kid in Palestine is a threat to him here in New York? Maybe. Maybe this Lucite helps us if we play it right. I’m gonna put it in the safe. You think you can really get to Ahmed’s uncle? Get him to get to Yasir? I’ll be right back; you think about it. #
“So now I’m confused,” says Dom. “Well, there’s something I didn’t tell you that might help,” says Mark. “Maybe makes sense with this piece. One of the things I learned from my source was that Yasir DID tell Larry he’d kill him and he’d kill you if Larry got in the way. Larry took him seriously because Yasir gave Larry some evidence that he was able to steal something from Larry’s office, which is supposed to be ultra secure. So that means Larry thinks that Yasir has some way of getting to him here. Maybe Yasir’s still over there; maybe he’s not. But he’s got like a presence that can reach into Larry’s office.” “You mean Donna gave Yasir a picture of the Lucite or something?” asks Dom, half to himself. “You think?” says Mark, also half to himself. “So, was Yasir really threatening Larry or was that just a fake Donna and Francis had him do? Jesus. Turn the audio back on, ultramole, I can’t wait to hear what it hears when it comes outta the safe. Time for the next thrilling episode.” Donna and Francis’ voices are very angry when the Lucite hears them next. Dom and Mark recoil from the intensity and Dom turns the volume down at first to deal with Donna’s shouting, then up to hear Francis murmured but equally intense replies. The display on Dom’s screen indicates that they are listening to the evening of March 30, 2003. # Francis: Donna: I TOLD you this was a bad idea. I TOLD you this was trouble. I TOLD you not to do it. I TOLD you. It was your fucking idea, you asshole. Now you want to worm out, make it all my fault. I don’t know who the fuck’s worse, you or Larry. At least he can take responsibility. Right. If you call having someone killed taking responsibility. Jesus. Look, babe, this is serious. TELL me what he said. Fuck you; you don’t want any responsibility so fuck you.
Francis:
Donna:
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TELL ME WHAT HE SAID. Maybe, babe, just maybe, I can help you get out of what you got yourself into. Donna: We’re in this together, asshole. I have a way to get us out. If you have a better one, fine. But you’re in this up to your eyeballs. Francis: I think you’d have a hard time making that case. But... Forget that. I’ll try to help. WHAT DID LARRY SAY? Donna: I told you: He said he had Yasir shot. Francis: By whom? Donna: He didn’t say. Something to do with the Italian Mafia in Jersey is connected to the Russian Mafia in Brooklyn is connected to more Russians in Israel is connected to someone else and they got the job done. Larry is proud of this. He says he has “gunnections”. Francis: What’s that mean? Donna: It’s from The Great Gatsby, not a law book; you wouldn’t know. Anyway, Larry says having Yasir killed wasn’t just for him; it was for the good of peace, for the good of the Palestinians, for the good of the Jenin Group. This is all part of the new do-good Larry. So what’s all this matter? You have a better idea or not? Francis: What else did Larry say? Donna: He said — I already told you this — he said that obviously Yasir had “gunnections” too, because he was able to steal the Lucite. So Larry is going to track these connections down, make sure they’re not a threat to Louise or him or hackoff. “Take care of them”. So we don’t have a hell of a lot of choice, hubby. First we get rid of this fucking Lucite, make sure we don’t get found with it. Then... Franklin: You’re not thinking straight, babe. Donna: Cut out that ‘babe’, shit, will you? You’re half a fag and you’re as bad as all the other men. Even Larry. He doesn’t like the way I’m thinking, he looks at my tits. Tells me I’m not thinking straight. He’s not thinking straight; he’s thinking about my tits so he tells me I’M not thinking straight. I’ve fucking had it. I’ve had it with you. I’ve had it with Larry. It’s fucking time for me to be CEO of hackoff. And that’s a lot better than Larry “taking care of” us. It’s time for no more shit— Francis: Donna, stop. You’re a very bright woman. It IS time for you to be CEO. Also — no small matter — it would be much better if Larry didn’t have his friends kill us, too. I do have a plan. You’ve told me enough so now I have a plan.
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Francis:
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Donna: Francis: Donna: Francis:
Donna:
Francis:
Donna:
So do I. I told you that. Tell me your plan; if it’s better, we’ll do it. Otherwise get the fuck outta my way. I got a lot to do. Okay. This is it. We give the Lucite to Ahmed’s uncle to give to Ahmed with a story — like when he told the story about how Yasir’s gone crazy and all that. Ahmed believes him... What’s the story? The story is that Yasir’s connections in the US want to stop. There’s been enough violence. Yasir exceeded his instructions. They regret it, but they understand why he had to be dealt with and THEY KNOW LARRY HAD IT DONE. But they understand; they don’t want to escalate; they don’t want to be a threat. So they’re sending the Lucite back as a sign of good faith. But they need a sign from Larry, too, or they can’t stand down because, if they think Larry is trying to kill them, they have to kill him first. So what they’re asking is that Larry resign as CEO of hackoff. That’s all. No big deal. But that’s his sign that he acknowledges some responsibility and that he is not tracking them down. But, before he leaves, got to be a new contract for the Jenin Group. Nothing dirty. Just honest work for honest money so the dream can go ahead. Otherwise, unfortunately... It isn’t bad. It really isn’t. Maybe it’ll work. Can you get Ahmed’s uncle to do it? He’s in it up to his ass. He’ll do what he has to do. You think Ahmed’ll buy it? You know he believes everything his uncle says. He’ll buy it. He’ll trot down, see Larry, tell it the way it is — the way he THINKS it is. He’ll believe because it’s his uncle and he’ll believe because he wants to believe. And because he wants to get this Jenin Group thing out from the cloud and working again. It’s his cause. Yeah. He’s as bad as Larry. But the big question is: Is Larry gonna go for it? I don’t know. The old Larry probably would say, “Fuck no, no way. I hunt them down, too. I don’t give up. They’re showing weakness; it’s time for the kill.” But maybe the new do-good Larry... You’re thinking real good now, b- Donna. Coupla loose ends you pointed up. One: he might really think he’s safer if he kills them so the story’s gotta make the point that, even if he does kill them, there’s more and more and more if there’s a feud. He’s never safe; Louise is never safe. We gotta go easy on the threats. I know our boy.
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Donna:
Francis:
Donna:
Francis:
Donna: Francis:
Donna:
Okay. There’s got to be some honey, too. After Larry resigns, goes on to being full time philanthropist or whatever, then they’re going to have an award dinner for him. In New York. In Israel. Even Jenin if he wants. Big dinner about how he’s done great things for people and for Middle East peace and human brotherhood. You said he likes all that crap now. He can wear his tux like he did to Newark. He can take Louise. Too bad Windows on the World is gone, could’ve had the ceremony there. But, anyway, he doesn’t want to kill them or there won’t be any ceremony. Okay. Enough. We’ll try it. Get this fucking Lucite to Ahmed’s uncle, tell him his story. This doesn’t work, there’s still my plan... NO! That’s not a good plan, Donna. This’ll work but forget about the other one. I’m not gonna be part of that. You just make sure this one works and you won’t have to worry your lawyer’s ass. Everything’ll be nice and pretty and you can be my date at the hackoff prom, husband of THE CEO. We’ll live happily ever after despite your nasty habits. But there’s still Plan B. Donna, I’ve got to be clear. I think this’ll work; I hope that it’ll work. But, if it doesn’t, I’m not any part of Plan B. I’m supposed to be out of town tomorrow anyway. I’m going to be gone a while, I think. I’ll talk to Ahmed’s uncle first; I want to help you. Then I’m gone. But my advice to you, forget Plan B. That happens and I’m not coming back. You’re a coward! Larry’s more of a man than you are, than you’ll ever be. Right, Donna, right. But Larry’s your problem and you better hope he acts with some sense and does the “right thing”. I AM gonna do the right thing. I’m outta here tomorrow. (inaudible) you. #
After sounds that may be a dish breaking and a chair falling, the display on Dom’s computer indicates that the Lucite shut down after a period of silence. Dom and Mark look across the table at each other. “I don’t fucking believe it,” says Mark. “Neither do I. I should’ve known, but I never figured out all the games she was playing. Larry’s working nights. She tells me he’s doing that as part of the hack and to keep an eye on me. I believe that because he won’t let me do
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an update which is, I figure, because he doesn’t want me to stop the hack with the update even though I haven’t told him I even KNOW there’s a hack because Donna talked me out of it. But he’s working to figure a way to stop Yasir’s attack — which is much worse than what I think Larry is up to — and he’s only stopping me because he doesn’t want me to trigger Yasir’s attack by doing an update of the customers. Of course, he’s too much of an asshole to tell me the truth, to admit how he gave the source code to the Palestinians and got us in all this trouble to begin with. And even though he KNOWS I did ‘Gotcha’ he doesn’t really like to admit I’m a better hacker than him. If he told me, if he’d only told me…” “But then,” says Mark, “it’s not even clear that there was a ‘Yasir hack’ at all, or it’s just something that Donna and Francis invented to keep Larry from canceling the Jenin Group’s project to scare the hackoff customers. As my grandmother used to say: ‘Oy!’” Mark rubs his eyes. “I don’t know how you do it. I’m falling asleep even in the middle of this soap opera and we haven’t even come to the end yet. Aren’t you tired? Don’t you want to sleep?” “What I need to do is eat,” says Dom. “When I’m tired, I eat. Energy! Keeps me going.” “Yeah,” says Mark. “Yeah. I guess I do the same. Okay. We gotta send someone out for some food. Like popcorn at the movies.” He laughs. “There are people in the NOC — Network Operations Center. If nothing bad is going on...” He glances at his screen. “Nothing bad is going on so someone could go out.” “I’ll send a cop,” says Mark. “We don’t want our food getting mugged this time of night. Even if Giuliani did make the streets safe.” Again he laughs out loud at his joke. “We’ll send out to Krispy Kreme, get some real gooey energy….” “Doesn’t work for me.” “Look, you want Starbucks, cop’ll stop at Starbucks, too. Don’t blame you for not wanting to drink that Krispy Kreme coffee…” “Coffee’s not the answer. Doesn’t do enough. What I need’s Jolt and a pizza with pepperoni and extra cheese. That’s what keeps me going.” “No mushrooms on that?” asks Mark. He starts to laugh again, then doesn’t. Dom’s face slams shut. “Look,” says Mark. “Meant to be a joke. Bad timing. Answer one question for me, then you get your pizza and Jolt, I get my donuts and coffee.” Dom is impassive. “Why would you poison the deceased?” “I didn’t say I poisoned Larry,” says Dom. “You can’t poison a ‘deceased’, anyway. You ought to stop saying that. It’s stupid. You gotta be alive to get poisoned.” “You’re not listening as well as you usually do,” says Mark. “Probably need that pizza bad. What I said was ‘why WOULD you poison the deceas…’ Okay: Larry. This is a hypothetical question. Let me spell it out. The video
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shows you handled the mushroom jar and a mysterious baggie, which could be interpreted to suggest that you poisoned Larry. So suppose that you know the jury knows you did it. They might convict you of attempted murder. Now you gotta give ‘em some explanation why you didn’t mean to kill him — you told me you don’t kill, and I believe you, but why should they believe you? Your prints are on the mushrooms and all. Why did you give him poison mushrooms if you didn’t mean to kill him — hypothetically, of course? Why WOULD you give him poison mushrooms except to kill him?” Dom’s eyes twitch from side to side as if the alternatives facing him were pinned to spatial coordinates. Finally, he decides: “Okay, hypothetically, I have a problem. I’m trying to save all the customers by doing an upgrade. Larry’s here every night stopping me from doing an upgrade. Originally, it’s because he wants to hack the customers. Later, because he wants to stop them from getting hurt, but I don’t know that. I have to protect them. They trust me to protect them. They’re MY customers. They bought hackoff protection because they believed I could protect them. So I gotta do it. Like you gotta arrest evildoers. Now Larry got me to quit so I have no time to waste, gotta do the upgrade. It’s my role. I HAVE TO PROTECT THEM.” And he stops. “Go on,” says Mark after a pause. “So … I mean hypothetically, of course … I need Larry to be out of the office for a while. He’s tough. Something really has to knock him on his ass to get him outta there. One way, though, is if he’s sick, really sick, and knows he has to get treatment right away or he’ll die. I wouldn’t mess around with an infectious disease, no telling who gets hurt. But I remember what he told me about these mushrooms, back when we were still talking. How it’s really hard to tell the good ones from the poison ones. Louise says that’s why he hunts them, the thrill of it. Playing it close to the line. “If you look on the Internet, it says if you eat these Death Caps and don’t get treatment right away your liver dies and you die. Obviously, Larry knows that, too, and he knows what the initial symptoms are. So, if he ate some, he wouldn’t die, he’d get treated. He’d be really pissed off that he screwed up and picked the wrong mushrooms, but he wouldn’t let that kill him. He’d go to the hospital and get treated. This is all hypothetical, though.” “Yeah, I get it,” says Mark. “It’s not a bad story. If you ever had to tell a story, I’d go with that. It sounds true…” “It’s hypothetical,” repeats Dom. “Can’t be either true or false if it’s hypothetical. That’s basic logic.” “Right. You’re still not listening good, though. I didn’t say it WAS true, I said it SOUNDS true. Much more important, really. I mean the jury — if this ever were at a jury — they know Larry dissed you really bad and you quit. Hard to believe that wouldn’t have anything to do with feeding him poison mushrooms — with making him think he poisoned himself. It’s sort of a hack, in a sense, getting a guy to eat poison mushrooms he’ll think he picked himself. Jury might think it’s too much of a coincidence that he gets this treatment the night of the day he insulted you into quitting. Could be revenge.”
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Dom shakes his head, not meeting Mark’s eyes. “Not revenge. Not that he didn’t deserve that. Not that it wouldn’t be good for him to think he poisoned himself. But not a coincidence, either. Once he got me to quit and once I found out that he’d made up the whole thing about the cops closing in on me for ‘Gotcha’, then I knew … would’ve known ... I had to work fast before I lost all access and get the users protected. So you could say there was reason why I’d act that same day. Good reason: for the users, not revenge and not a coincidence.” “Okay,” says Mark. “This is helpful…” “You said it was all hypothetical. I didn’t tell you anything. I….” “It’s okay, Dom,” says Mark kindly. “I didn’t trick you. It’s helpful to you, trust me. Maybe I did trick you a little to tell the truth. But it’s for your own good, really.” “That’s hard to swallow,” says Dom, shoulders slumped. “Like mush…” Mark starts and then stops. “Look, I’m sorry. Another bad joke. I’m tired. I’m gonna go tell the cop what to get. Small, medium or large with pepperoni? Diet or regular Jolt?” “Large,” says Dom. “I’ve been up a long time. And there’s no such thing as diet Jolt. ...Thanks.” Mark is out of the room a long time. It takes him just a few minutes to give the takeout orders to the cop but he spends a lot of time on his cell phone with an assistant DA. The assistant DA has more details on a call that came to the DA herself from the mayor’s office, relating a discussion His Honor the Mayor had with someone in Israeli intelligence who is using this informal channel to request both lenient treatment for Dom Montain and further access to him, since he is apparently aware of some holes in Israeli cyber-security. He also may have further intelligence regarding planned terrorist activities. And, although the DA herself doesn’t give a rat’s ass about Israeli security, that not being her problem, she does desire to be cooperative with the mayor who can be her problem as well as a help or a hindrance to her career. So it would be useful to work something out as far as this particular suspect is concerned. However, the assistant DA is quick to add, one cannot bring a plea bargain into municipal court in New York City on the grounds that said plea bargain is in the best interests of some foreign country, even if that country happens to be Israel, which isn’t all that foreign. There does have to be an element in that bargain that is of direct benefit to municipal justice, safe streets, and the good voters of this great city. One does have some prosecutorial discretion, of course, and could possibly use that discretion to determine which charges are actually bought. Mark says some unkind things about the DA, the mayor, and other politicians that go bump in the night. He then explores some options with the assistant DA, who tells him which of these options may or may not work and promises that she will remember none of this discussion come the next day. Left to himself, Dom reviews the video of this entry into Larry’s office, his pacing, his time in front of the mushroom jar with his back to the camera, the
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baggie in his pocket, and the jar in his hand clearly being shaken. He watches this twice; each time he backs up a little further into Donna’s exit from Larry’s office, which precedes Dom’s entrance. Then he freezes the camera on Donna, turning from the side table to the door. He stands and hits the side of his head with his palm. He starts to back up even further but hears Mark reentering and toggles back to the window controlling the audio tap in the Lucite which had been on his screen when the detective left. “Sorry to take so long,” says Mark. “Stuff should be here pretty soon. It’s amazing how fast you can make a pickup in New York when you don’t have to worry about where you park.” “Thanks,” says Dom. “Ready to listen to the next installment or are you too hungry?” “Roll it,” says Mark. “I can’t wait.” They hear a few words between Francis Langhorne and an unidentified voice. Then the same unidentified voice, which has a Middle Eastern accent and a tone of authority gives someone, presumably a cabbie, an address that Mark remembers as belonging to Ahmed’s apartment. The Lucite hears the car door close, a sound of walking up steps, a muffled door bell ring, and then a greeting in a language neither Dom nor Mark understands. Despite the language, Dom and Mark agree that the new voice is Ahmed. They surmise that the other voice is Ahmed’s uncle delivering the Lucite as planned by Francis and Donna. The uncle, if that’s who he is, does most of the talking. Familiar names frequently emerge from the unfamiliar language: “Larry Lazard”, most often; “hackoff.com”, somewhat less frequently; “Rachel Roth”, a couple of times. They are not sure whether they hear Yasir’s name since they are not sure how it would be pronounced in Arabic or whatever the men are speaking. The voices are apparently arguing. Ahmed sounds as if he is protesting. The uncle sounds as if he is reassuring, then commanding. Ahmed’s voice subsides. The uncle delivers several short soliloquies; Ahmed gives what sounds like a half-hearted assent. Dom and Mark agree that they may be construing more than the voices convey. There is clearly a leave-taking. The door closes; muffled footsteps quickly recede out of audible range. There is now a sound of possible pacing. Ahmed is talking to Larry Lazard, apparently on the phone. He makes an appointment for that evening to discuss “new developments”. Other than doors closing, there is silence until the Lucite records Ahmed instructing a cabbie to take him to hackoff’s address. After elevator sounds, the Lucite records Larry and Ahmed greeting each other as yet another door closes. Larry sounds happy, almost ebullient. Ahmed sounds very tired and dispirited. # Ahmed: There have been new developments.
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Larry: I know, I know. I was wondering how long it would take for the good news to get to you through your “sources”. Ahmed: We wanted to be sure. We heard that Yasir had died, although at first we did not know why. We did not know if he acted alone or not. If not, other threats will materialize. So I waited to talk to you until I learned more. Larry: And? Ahmed: Among other things I learned that you, Larry Lazard, were instrumental in these events. Larry: Well, what would you do? I mean he was threatening me. Threatening Louise. Threatening hackoff. You wouldn’t just sit there, would you? You didn’t think I was going to keep hiding forever, pretending to have an affair with Rachel. It was time for me to act and I did. Surprised it took me so long, to tell the truth; I must be getting soft. Ahmed: My friend, I am not being critical. I understand that you were threatened. I have no sympathy for Yasir and the people he worked with. They have been a threat to the Jenin Cooperative as well as to you. But it would be better if you were not involved. It would be better if you were not KNOWN to have been involved. Larry: Who knows I’m involved? The people I worked with to do this are very discreet. I have told no one. For that matter, how do YOU know? Ahmed: I was told by sources I cannot reveal to you, the same sources who were contacted before to act as intermediaries. Those who contacted them told these sources that they know of your involvement. And that is how I know. I was hoping you would tell me that this is not true... Larry: The fucking guy was threatening me. Ahmed: Please, my friend, I am not being critical. I am afraid for you. These cycles do not end with a single death. They go and on and on. Sometimes no one remembers the original offense but the killing continues. I do not wish that you be part of this. Larry: What are you telling me? What did your “sources” say? Who’s threatening me now? By the way, how do we know that these sources really are in a position to do anything other than make threats? Maybe they just learned something and are trying to use it. Ahmed: They anticipated that you might question their authenticity. They have sent what they call “a proof”.
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Larry: That’s my Lucite! The one Yasir used to... They’re getting a lot of mileage out of stealing this and sending it back. What the fuck do they want? Ahmed: My source says that there IS a chance to end the cycle. Larry: Okay. What? Am I supposed to offer my first-born? You don’t sound very excited about this chance to “end the cycle”. Ahmed: I will tell you what I was told. Then, if you allow me, I will tell you what I think. Larry: Shoot. Ahmed: I was told that the allies of Yasir were not happy with him either. They did not wish him to take such an extreme position. They did not realize all of his affiliations. He exceeded what they had authorized. In fact, they said, had you been more patient, what you had done may have been done anyway. Larry: Great. They should give me a medal. I solved their problem. Ahmed: In a sense they have proposed that, I am told. But they have a problem. They have two problems. One: they would not wish to have you hunt for them as you are presumably doing. They cannot end the cycle if you are going to have them killed as well. They are sure you are doing that... Larry: Fucking right, I am. Of course I am. I will hunt down every son-of-a-bitch who was part of this and make sure they aren’t out hunting for me. That’s exactly what I’m doing. Ahmed: But you cannot— Larry: Why the fuck not? I do have to do that. Ahmed: With everyone you kill, there is a wider circle of those who must take revenge. You have a Western story like that. Something about cutting the heads off a snake with too many heads and it grows more. Larry: It’s not Western, it’s Greek, and don’t tell me fucking fables. What am I supposed to do? Wait for some buddy of Yasir’s to knock me off? Not gonna happen. What were you saying about the medal? Am I supposed to shoot myself to end the cycle? That’s not gonna happen, either. Wait! Hold the thought. Gotta take a quick crap. Something I ate. Be right back. (The door closes twice before conversation resumes.) Larry: Go ahead; that feels a little better. Ahmed: My sources say that the people who speak to them are ready to offer you a deal. It is this: they will propose that you be honored for the work you’ve done in
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Larry: Ahmed: Larry: Ahmed: Larry: Ahmed:
Larry:
Ahmed: Larry: Ahmed:
Larry: Ahmed:
Larry: Ahmed: Larry:
outsourcing to the Jenin Cooperative. They will not try to kill you. But they need two things in return. My balls? They need you to give a renewed contract to the Jenin Cooperative... I would’ve done that anyway, but I won’t be blackmailed. You know that. And they need you to resign as CEO of hackoff. What? Why? What the fuck does that have to do with anything? I am not clear on that either. They have told my sources that this is a gesture of good will and responsibility on your part. They need some sort of assurance that you will not continue to hunt for them. They may believe that, without the resources of hackoff, you will not be able to find them. I do not understand this. Then why the fuck are you suggesting I do it? I’m beginning to think that you are much too close to these “sources”. Please, my friend, please do not insult me. What are you trying to get me to do? I am not sure. My source has always been very reliable. If I believed all this were true, I would advise you to make the deal and accept the medal... And give more business to your fucking co-op, that’s what you want. This is a goddamn shakedown. But I do NOT believe it. I do not believe the cycle ends like this. I would not advise you to take this offer. I am not asking for more business for the Jenin Group. You’re switching sides faster than a fucking weather vane in a windstorm. Get out! Get out of my office! Mr. Larry Lazard... Which part of “get the fuck out” don’t you understand? #
The door closes. Larry burps loudly and sits down heavily. Then silence shuts the listening Lucite down. It wakens briefly as Larry apparently moves around the room. The door shuts twice but there is no sound of voices. Now there is a knock on Dom’s door which startles both Dom and the detective. The cop brings in the pizza, the Jolt, the donuts, and a Starbucks, then leaves.
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Dom’s face is quickly smeared with tomato sauce; Mark’s with cream from his confection. “That’s better,” says Mark pushing back and burping. “Shoulda got popcorn, though, for the rest of the show. I shoulda brought the video and we could watch and listen.” “Actually,” says Dom, “I can retrieve the video from log file. Should we go back to the beginning?” “No, definitely not. This epic is long enough as it is without replay. Good if you could get the video for the deceased’s final scene though.” Dom and Mark scoot their wheeled chairs away from the table and hunch in front of Dom’s computer so they can watch the small video window on Dom’s large monitor. Dom fiddles for a while but can’t get perfect sync. The audio is running a few hundred milliseconds ahead of the video but they decide just to go ahead without further tuning. “Best for you,” says Mark, “if the about-to-be deceased doesn’t complain too much about his stomach or say he’s so sick he wants to die or something like that.” “We already saw the video,” says Dom. “Didn’t look that way.” “I hope it doesn’t sound that way. I really do. Be nice to have some other reason why our boy who is so tough in the last scene with Ahmed suddenly decides to blow his brains out.” “We’ll see,” says Dom, sounding calm. Onscreen, Larry is seated at his desk, looking dyspeptic. He looks up at a knock on his door. “Come,” he says, slightly out of synch. Donna enters and sits on the couch away from the desk. Larry slowly gets up, pivots around the desk leaning on one hand, and sits across the corner of the coffee table from her. “You hear anything from Dom?” Donna asks. “He sent me an email,” says Larry. “What you’d expect. Told me I’m an asshole. That I don’t know what we owe him. The company is nothing without him … blah, blah, blah. But he’s right, too. He has done a lot. He’s a pain in the ass, but he’s right. I feel bad about insulting him into quitting. Wish I didn’t have to do that.” “You had no choice, Lar,” says Donna. “He was closing in on figuring out that you’d hired the Palestinians to hack the customers; he already told me he’s suspicious. You know he’s gonna go off the deep end if he finds that out. That’s all we need now.” Dom pauses the video and sound. His mouth opens, closes. “That bitch! I don’t believe it. I already told her weeks ago I knew Larry was doing that. She tells me to keep it to myself while she works on Larry. So now she tells Larry I’m ‘suspicious’? She wants him to get rid of me?” “Why?” asks Mark. “Why does she all of a sudden want Larry to get rid of you?” Dom thinks for a moment, then says: “Only thing I can think is she doesn’t want me to get the update done so that the Jenin Group can’t do the
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hack she wants ‘em to do to scare the customers. That explains something else, too.” “Yeah?” “She stopped me from doing the upgrade right away after she took over. What she said then made some sense; the attack wouldn’t happen until Larry gave the okay and obviously that wasn’t going to happen. She’d make sure to call it off. I believed her ... but I didn’t believe her. I was going to go ahead and do the upgrade anyway; she’d never know.” “Why didn’t you believe her?” “Maybe because now she was in the role of CEO. Sounded like a CEO. Sounded like Larry when he wanted to hack the customers. But now we know she always wanted to do that. Of course, she wanted to be CEO too; I guess that figures. It’s the role.” “Look, if she wanted Larry to get rid of you, got him to do that, why did she make sure you came back, even give you a promotion?” “That’s easy. She needed some ex-hacker in the company. Larry was gone. Besides she thought I wouldn’t do the upgrade if I believed there wouldn’t be an attack. But that doesn’t quite hold together either. What would she have done after the attack happened? I would’ve known she lied to me. I would’ve gone ballistic. She knows that.” Mark says: “That part I can understand. You think everyone plays chess, thinks ten moves ahead. They don’t. She would’ve figured she could calm you down; didn’t have to know how. Something like blame it on Ahmed and how right you were and how glad she is to have you and shoulda listened to you and can’t you please make sure this never happens again and that bullshit. Let’s see the rest.” “Still didn’t feel right,” says Larry. “I had to tell him something I never told him before; really had to diss him to get him mad enough to quit. Even then, he didn’t quit until I insulted him some more in staff meeting.” Donna says: “It’s for his own good, too. You know he’s gonna be a target for anybody trying to get revenge. They already hate him. And he can’t protect himself if he doesn’t know what’s happening. And you don’t want to tell him. You can’t tell him. So what’re you gonna do?” “I know. But it still sucks.” “Life does that sometimes,” says Donna. “Think it was you that told me that. How’d your ‘meeting’ go?” “Not good. Not good at all. I’m not at all sure I trust Ahmed anymore. He had some bullshit story about how Yasir’s friends suddenly want to make peace, give me a medal for what I’ve done for Palestinians or something. All I have to do is call off the hunt … oh yeah, and resign as CEO…” “Which you’re planning to do, anyway, right? I mean that’s sleeves outta your vest.” “Don’t push me on that, Donna, I told you I’d get outta your way, make you CEO. But don’t push it…” Larry stops and looks either puzzled or sick for a minute.
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“Right,” says Donna quickly, “so what’d you say to Ahmed about this generous offer of peace?” “So I called him on it, told him it’s bullshit.” Larry seems distracted. “What did he say?” “Then he switches sides, tells me he thinks it’s bullshit too. That’s too much for me, so I throw him out. I don’t know really, would’ve figure him as a friend. Think he’s a friend. But with this bullshit I don’t know and I really can’t take a chance that he helps someone get access to me. I’m not sure who my friends are anymore.” “You sure you shouldn’t do this?” asks Donna. “I mean put aside the CEO part, that can’t be that important. You know … maybe there can be peace. Get all this over with. You sure you don’t want to give it a try?” Larry looks very hard at Donna. “Yes,” he says deliberately. “Yes, I’m very sure. And that’s not good for you being CEO earlier than we planned. I don’t want anything to confuse them about whether I’m giving up or not; any sign of weakness and they’ll be all over me. That’s the way it is.” “I … I understand, Larry. Like I said, forget the CEO thing. What’s important is to get everybody safely outta this. Also, maybe it’s good you get a medal. You really did do good for them. Like you did for the kids in Newark. That’s what I’m asking. You sure you just wanna tell them ‘no’? I mean you don’t even know who ‘they’ are.” “I’m going to find out who THEY are,” says Larry separating every word from the one before it. “I am going to find out. I got lots of logs, security logs, email logs VoIP logs. They have to have someone inside helping them and I will find out who that is.” “And then?” “Like I told you this morning, nothing’s changed because of this bullshit I heard from Ahmed. Nothing. I find out who they are. I make sure they can’t do any harm. Whatever that takes. Just like Yasir.” “Larry, you’re right,” says Donna. She squares her shoulders, faces him, smiles at him. “What’s going on?” “What do you mean?” “First, Ahmed tells me some bullshit story. I tell him it’s bullshit. Then he changes the story. Tells me not to believe it. Then you come in here. You try to talk me into doing this bullshit Ahmed already admitted is bullshit. I tell you it isn’t gonna happen. All of a sudden you’re going ‘Larry, you’re right’. I’m not sure who’s bullshitting who.” Larry’s face contorts and he rubs his stomach. “I was testing you, Lar,” Donna says. She smiles again. “You passed.” “What the fuck are you talking about — testing me?” “You haven’t been yourself lately, my old friend,” she says. She rests her hand on his knee across the corner of the table. “You’ve been ... out of character.” “What the fuck’s that mean?” he asks, but he smiles back at her, almost as if in reflex, and turns to face her more squarely.
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“All that stuff about the medal you got in Newark, I was afraid that turned your head. All of a sudden, you don’t wanna go ahead with our plan to give the customers a little warning, get them to switch to monitored service.” “Yeah, so…” “I thought you were getting soft,” she says. “I don’t like soft.” She puts her hand on the inside of his knee this time. “You know that.” He leans forward, perhaps to reach for her hand but then grimaces and rubs his stomach again. “I mean, I’m glad to hear you being the old Larry,” she continues. “The old, hard Larry.” “Well, I’m glad you’re glad,” he says. “But are you sure?” “Am I sure what?” “Are you sure you’re not gonna go all soft on me? I mean I’m your friend; we’re in this together. I’ll stick with you; help you fight these guys, whoever, track’em down. But I gotta know you’re not gonna go soft at the last minute. That would be … I mean more than disappointing, that would be dangerous.” “Yeah,” says Larry. “Soft is dangerous.” “That sounds like the old Larry, but I don’t know.” Donna takes the gun from the coffee table; holds it to her head. “I bet my life,” she says, her eyes on Larry’s face. She starts to put the gun down. Larry takes the gun from her hand before it can reach the table. “Yeah,” he says “I’m sure. I bet—” Donna flinches as the sound of the shot reverberates. The left side of Larry’s head explodes. “Run that again,” says Mark. “What? I’m gonna be sick,” Dom says. “Run it again. Just from when he takes the gun from her. She flinched too soon.” Dom runs it again. “No she didn’t. She flinched at the sound.” “You’re not being observant,” says Mark. “The audio’s ahead of the video…” “Right,” says Dom. “I missed it. But I already knew.” “Knew what?” “Knew what you suspect.” “What do you mean?” asks Mark. “How can you know? Do you have proof?” “I have something,” says Dom. “I think we make a deal now. I think that’s how this game is played, Columbo.” Mark explains that he has only limited authority. That the DA has to approve anything they agree on. That a judge has to agree as well. He tells Dom he wants two things. One is the evidence that Dom hasn’t shown him yet. The second is Dom’s testimony authenticating the tap and explaining the plot against hackoff customers. He tells Dom they won’t feel they have to file charges against him for the mushrooms because the evidence isn’t clear, he
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may have had a good motive and the mushrooms didn’t kill Larry. Maybe Larry did pick the bad ones himself and somehow got them into just the office sample. But, Mark says, the hack against antihack is there. Can’t prosecute Donna for what she did without the evidence that shows the plot against antihack. And probably they’re gonna have to ask Dom to plead to something on that one because he was part of it. Should be no jail time for him on that if he’s the one turning state’s evidence but it’s hard to be sure. Also Dom’s gonna have to get a lawyer. One more thing. Not really part of the deal, but one more thing, Mark explains. There are some people from Israel who would like to talk to Dom. It would be good if he did that. “That’s three things, not two,” says Dom, “but that’s okay. It’s time I got credit for what I did. Also, I’m not afraid of jail anymore. No more claustrophobia. Maybe my role’s supposed to take me there. So I’m gonna show you some video now, save time. But I’m not going to tell you how I got the video. So, if we don’t have a deal, you don’t have this video to show. But you got to turn around, face away from the screen, while I bring it up.” Mark does turn around. Dom fishes in the IP packet log for video starting an hour prior to Donna leaving Larry’s office. The first frozen frame shows Larry’s office empty. Dom tells Mark he can look and the detective swivels his chair back around and peers at the video window which is now animated. There are boring sequences of Larry’s empty office, appearance and disappearance of Larry, a few visitors including Donna and Larry’s admin, all of which tally with what the security log showed. The camera faithfully follows what makes noise. Since there is no audio, it is hard to tell how fast the tracking is. The room is empty and the camera grinds away, centered on Larry’s desk. A woman enters the room — first the top of her head is visible, then the rest of her back as she walks under the camera and into the room. The camera swivels its focus to her. At this point it is clear that the woman is Donna Langhorne. She stands still for a minute as if talking to the man who isn’t behind the desk. Donna then reaches down to the coffee table and picks something up, but she is between the camera and the coffee table so it is impossible to see what she has in her hand. Whatever it is, she keeps it out of sight of the camera as she goes behind the desk and opens a drawer that the camera, which has now focused on her behind the desk, cannot see. Her right arm, visible from the shoulder to the elbow, apparently is taking something from the drawer. She now turns so that she has her back to the camera. Her shoulders are moving but it is impossible to see what her hands are doing. Apparently she drops something, because she stoops over, then quickly stands up again, still facing away from the camera. She puts the invisible something back in the invisible drawer, turns so that her right arm is out of sight, and bends to put
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whatever is in her right hand down on the coffee table. Then she leaves the room. The camera resumes its bored fisheye view of the office with Larry’s desk in the center. Mark says: “Still can’t tell what she picked up from the coffee table.” “I hoped there’d be more,” says Dom. He plays the whole sequence again. And again. Both men crane their necks as if trying to see what Donna is shielding with her body. Dom hits himself on the head. This time he backs up to the time before Donna enters the room. He examines the table; there are a few magazines, a piece of probably greasy paper that may have come with Larry’s pizza, coasters, and Larry’s revolver. Dom clips this frame into the edit buffer and fast forwards to the time after Donna is left when the camera is back to its fisheye view. He clips another frame. After a little fiddling, Dom superimposes the before and after frames. The gun and the piece of greasy paper do not line up. “I have a list of what’s in that desk drawer,” says Mark. “Can’t look at it now. It’s on my computer at the office.” “Not a problem,” says Dom. He works for a few minutes while the detective watches, bemused. Soon the windows on Dom’s computer show the applications run by the New York Police Department. A minute later, the screen of Mark’s computer is in a window on Dom’s computer. “You can run your computer from here,” says Dom. “Shit. So much for security. Maybe you DO have something else to bargain with. Okay, let’s see.” Mark retrieves the inventory for the top drawer of Larry’s desk: pencils, 2 finger nail clipper, Swank eighteen assorted paper clips, one straightened out three AAA batteries, Eveready, all completely discharged, one corroded plastic stylus, intact plastic stylus, broken bottle with 17 of 50 Excedrin (verified by lab) box with 23 of 24 bullets, .22 caliber unopened small package of Kleenex unused pad of post-it notes, yellow (no impressions) ###
Media Contact: Eve Gross Chief Marketing Officer 212 555 1000 [email protected]
hackoff.com For Immediate Release
© 2005 Tom Evslin
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DONNA LANGHORNE TERMINATED AS CEO FOLLOWING INDICTMENT BOARD APPOINTS JOANNE ANKERS AS ACTING CEO COMPANY COOPERATING FULLY WITH AUTHORITIES New York, NY -- April 7, 2003 – (BUSINESS WIRE) hackoff.com (NASDAQ:HOFC) announced today that Donna Langhorne has been terminated as CEO following her indictment for the murder of former CEO Larry Lazard. The Board of Directors has appointed Board Member Joanne Ankers of Big Router Ventures as acting CEO. Joseph Windaw of Windaw and Wallar Venture Capital continues as Chairman of the Board of Directors. The Company has been informed that there is a continuing investigation into the possible involvement of certain of its officers in a hacker attack against the company’s competitor antihack Corp. It is possible that other charges will be filed against the company or its officers. The company is cooperating fully with these investigations. In addition, the company intends to hire an independent outside law firm in order to conduct its own investigation. It is not possible at this time to state what the effect on the company these charges and investigations will have. Company CTO Dom Montain has been granted a temporary paid leave of absence to allow him to aid the City in its ongoing investigations. The company notified NASDAQ and the SEC of this event prior to the opening of the New York securities markets and requested a temporary halt in trading of the company’s stock. Trading is expected to resume shortly after the dissemination of this announcement. Acting CEO, Joanne Ankers is a 1991 graduate of the University of California at Berkeley and holds an MBA from Wharton awarded in 1995. She is currently a Director of Strategic Investments at Big Router Ventures and has been granted a leave of absence from that position to allow her to assume the CEO role at hackoff.com. Ms. Ankers has been a hackoff Board Member since 1997. Big Router Ventures participated in venture financing for the company and held 500,731 shares of the company’s stock as of the end of 2002. “These are very difficult times for the company,” said Ankers. “Nevertheless, our customers should be reassured that we remain willing and able to supply their security needs.” ###
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The Chat Board
ITS HAPPENING AGAIN by: thewatcher02 (38/M/New Rochelle, NY) Msg: 100030 of 100044 hackoff’s not trading!
04/07/03 10:10 am
Re: ITS HAPPENING AGAIN by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 100031 of 100044
Posted as a reply to: Msg 100030 by thewatcher02
04/07/03 10:11 am
This can’t be good. Trading is stopped again. The Street won’t like this.
Re: ITS HAPPENING AGAIN by: pooper Long-Term Sentiment: Sell Msg: 100032 of 100044
Posted as a reply to: Msg 100031 by ChorusLine
04/07/03 10:12 am
There’s nothing about hackoff for the street to like.
Press Advisory Out by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Hold Msg: 100033 of 100044 04/07/03 10:15 am
There is a press advisory out, just as there was last week, for an announcement expected at 10:30 explaining the trading halt. Last week the stock went up after the announcement. Probably just the marketmakers making money in ways that we ordinary investors can’t, but could happen again, too. I’m down to hold on the stock though, because I made money last week.
hackoff.com
Re: ITS HAPPENING AGAIN by: scooper Long-Term Sentiment: Buy Msg: 100034 of 100044
Posted as a reply to: Msg 100032 by pooper
© 2005 Tom Evslin
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04/07/03 10:18 am
pooper, last week you thought the announcement was an April fools joke and you could have made money of you bought stock like I did
Re: Press Advisory Out by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 100035 of 100044
Posted as a reply to: Msg 100033 by jumbo10
04/07/03 10:22 am
this is probably the time their selling jerkoff to antihack now that the lizard is out of the way the cunt figured out it was the right way to go and she did it.
Re: Press Advisory Out by: scooper Long-Term Sentiment: Buy Msg: 100036 of 100044
Posted as a reply to: Msg 100035 by Alaska60-60
04/07/03 10:26 am
alaska, you’re as much an asshole as your friend pooper and this is not the antihack board. why don’t you stay there where you belong so you can pump and dump that and not bother us here on this board. Last week anithack was down and hackoff was up. hackoff has great management now.
jerkoff hacked antihack by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 100037 of 100044
Posted as a reply to: Msg 100035 by Alaska60-60
04/07/03 10:31 am
The press release is on Yahoo. Finally they told the truth they cheated the way they beat the hostile from antihack was hackoff hacked antihack customers. i knew this was not right when it happened. i said that and all you jerkoffs didnt listen.
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And also the cunt offed the lizard which figures.
Re: Press Advisory Out by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Sell Msg: 100038 of 100044
Posted as a reply to: Msg 100033 by jumbo10
04/07/03 10:35 am
This has got to be bad for the stock. Usually Wall Street does not like indictments and this is for murder, plus antihack might sue for the way hackoff stopped their hostile. I’m back down to a Sell on the stock now. I don’t know how this can go anywhere. Only hope is that Big Router will buy hackoff for its technology. I figure that’s why they put their woman in. But then they’ll buy it for nothing, which means we’ll get screwed so I’m still a Sell.
Re: Press Advisory Out by: PacPhil (25/M/New York, NY) Long-Term Sentiment: Buy Msg: 100039 of 100044
Posted as a reply to: Msg 100038 by jumbo10
04/07/03 10:37 am
Jumbo, that’s good analysis. When do you think Big Router might announce they are buying the company? Does that matter to the stock? Why do you think Donna killed Larry? What will The Street think?
Re: Press Advisory Out by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 100040 of 100044
Posted as a reply to: Msg 100038 by jumbo10
04/07/03 10:40 am
So now pump and dump jumbo says hes ready to dump so probbly means hes going to buy. Only way big router is going to buy jerkoff is for pennies and even less than antihack would pay because at least antihack wants the customers and big router probably already has them and the technology isnt worth shit
hackoff.com
Whats Happening by: CLess
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04/07/03 10:45 am Msg: 100041 of 100044 Does anyone know why the stock isn’t trading???
Donna by: TestTost (35/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 100042 of 100044
04/07/03 10:45 am
Too bad about Donna. She was hot. I haven’t seen a picture of the new CEO, so don’t know how she rates. Lar must’ve been messing around. I figure that’s why Donna shot him but if I were him, I would’ve messed around with Donna.
Re: ITS HAPPENING AGAIN by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 100043 of 100044
Posted as a reply to: Msg 100031 by ChorusLine
04/07/03 10:46 am
Murder. Hacking antihack. Other investigations. What will the Street think?
Stock Opened by: thewatcher02 (38/M/New Rochelle, NY) 04/07/03 10:46 am Msg: 100044 of 100044 hackoff’s trading again! 2k shares at 1.60 up ten cents. bid 1.55; ask 1.65.
THE END
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[Note to readers: I hope you enjoyed hackoff.com. If you did and would like to tell a friend about it, I’d appreciate it. Clicking on this link is one way to do that. You can also rate and/or review it on Amazon by clicking this link. When you get to Amazon, just click on the stars to rate and on the review link to review. Of course, you can follow that same link to get to Amazon to buy a copy of hackoff.com either as a souvenir (I’m signing all copies purchased before the pub date of March 15) or as a gift for a friend. Finally, if you’d like to get news about my next book, new editions of hackoff.com, and my upcoming online and offline book tours, click to subscribe by email or RSS. Thanks for reading. Tom Evslin]
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HOFC Daily Trading 4/7/03 (at close)
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by Tom Evslin
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HOFC Daily Trading 6/30/99 - 3/31/03
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Chapter 1: Morning April Fools Day, 2003
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hackoff.com: an historic murder mystery set in the Internet bubble and rubble
3/24/2003
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Media Contact: Eve Gross Chief Marketing Officer 212 555 1000 [email protected] For Immediate Release HACKOFF.COM CEO LARRY LAZARD DEAD OF GUNSHOT WOUND BOARD APPOINTS CFO DONNA LANGHORNE AS CEO; JOSEPH WINDAW AS CHAIRMAN
New York, NY -- April 1, 2003 – (BUSINESS WIRE) hackoff.com (NASDAQ:HOFC) announced today that the company’s Chairman and CEO, Larry Lazard, was found dead in his corporate office of an apparently self-inflicted gunshot wound. The Board of Directors has selected the company’s CFO, Donna Langhorne, as his successor. Controller Lew Marigold will serve as acting CFO replacing Ms. Langhorne. Joseph Windaw, the managing partner of Windaw and Wallar Venture Capital, has been selected to succeed Mr. Lazard as Chairman of the Board of Directors. Mr. Windaw has been a Board Member of hackoff.com since 1997 and was previously Vice Chairman of the Board. The New York City Police Department is conducting an investigation into the circumstances of Mr. Lazard’s death. The company notified NASDAQ and the SEC of this event prior to the opening of the New York securities markets and requested a temporary halt in trading of the company’s stock. Trading is expected to resume shortly after the dissemination of this announcement. Ms. Langhorne is a 1985 graduate of Princeton University and holds an MBA from Harvard Business School awarded in 1991. She was a partner in Ernst & Young prior to joining hackoff.com as its CFO in 1997. “We will all miss Larry terribly,” said Langhorne. “He was the founder and guiding genius of the company. However, our customers can be assured that Larry leaves behind him a seasoned management team ready and able to continue the critical anti-hacker support we have always given them.”
#
about hackoff.com:
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hackoff.com is the leading provider of hacker protection to e-commerce websites worldwide. Since the founding of the company, it has licensed its patented and patent-pending hackaway® software to over 10,000 sites. These sites display hackoff.com’s trademarked hackmenot® logo. The company also offers Managed Hackaway Service as active protection against hacker attacks. More information about the company is available at www.hackoff.com.
Forward-looking statements:
Hackoff.com has included in this press release certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" consist of all non-historical information, and the analysis of historical information, including any references to future revenue growth, future expense growth, future credit exposure, future profitability, anticipated cash resources, anticipated capital expenditures, capital requirements, and the Company's plans for future periods. In addition, the words "could", "expects", "anticipates", "may depend", "estimates", "projects" and similar words and phrases are also intended to identify such forward-looking statements. All such forward-looking statements are current only as of the date on which such statements were made. Hackoff.com does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events. Actual results could differ materially from those projected in hackoff.com’s forward-looking statements due to numerous known and unknown risks and uncertainties. These include without limitation the results of the ongoing investigation into the sudden death of our late Chairman and CEO; the volatile software market; changes in domestic and international economic, market, and regulatory conditions; the inherent uncertainty of financial projections; unanticipated technological developments, including the possibility that hackoff.com’s technology will be defeated; hackoff's failure to access sufficient capital; the creditworthiness of hackoff.com’s customers; and other considerations described as “Risk Factors” in Exhibit 99.1 to hackoff.com’s Annual Report on Form 10-K for the year ended December 31, 2002 and in other filings made by us with the SEC.
###
The Chat Board
Oh-Oh by: thewatcher02 (38/M/New Rochelle, NY) 04/01/03 9:40 am Msg: 99020 of 99034 hackoff’s not trading!
Re: Oh-Oh by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 99021 of 99034
04/01/03 9:41 am
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Posted as a reply to: Msg 99020 by thewatcher02
Got to be an april fools joke:-}
Re: Oh-Oh by: pooper Long-Term Sentiment: Sell Msg: 99022 of 99034
Posted as a reply to: Msg 99021 by ChorusLine
04/01/03 9:43 am
The real April Fool’s joke is George Bush
Press Advisory Out by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Sell Msg: 99023 of 99034 04/01/03 9:45 am
There is a press advisory out for an announcement expected at 10AM explaining the halt in trading. Whatever it is, you can bet it’ll be good for the crooks on wall street and bad for everyone stupid enough to be holding the stock.
Re: Oh-Oh by: scooper Long-Term Sentiment: Buy Msg: 99024 of 99034
Posted as a reply to: Msg 99022 by pooper
04/01/03 9:48 am
pooper, you’re just as much an asshole as your buddy clinton and this is not a political board
Re: Press Advisory Out by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 99025 of 99034
Posted as a reply to: Msg 99023 by jumbo10
04/01/03 9:52 am
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I’ve been telling you idiots allalong that lizard would have to sell jerkoff to antihack. he probly just didn’t get his own parachute big enuf b4 but I heard from insider that the deal is definitly on now. of coarse they stopped trading so only insiders can benfit but thats how lizards are
Re: Press Advisory Out by: scooper Long-Term Sentiment: Buy Msg: 99026 of 99034
Posted as a reply to: Msg 99025 by Alaska60-60
04/01/03 9:56 am
alaska, you’re as much an asshole as your friend pooper and this is not the antihack board. why don’t you stay there where you belong so you can pump and dump that and not bother us here on this board
Press Release Out by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 99027 of 99034
Posted as a reply to: Msg 99025 by Alaska60-60
04/01/03 10:01 am
The press release is on Yahoo. The lizard is out and the cunt is in… this stock is in the crapper if it ever starts trading again
Re: Press Advisory Out by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Buy Msg: 99028 of 99034
Posted as a reply to: Msg 99023 by jumbo10
04/01/03 10:05 am
This may not be bad for the stock. I’ve changed my sentiment to buy and will buy after it settles down after trading resumes. Donna may be smarter than Larry was about selling the company or making it profitable. She always did a better job than he did at the quarterly webcasts. Often regime change makes a company go up even when it is unexpected.
Re: Press Advisory Out by: PacPhil (25/M/New York, NY) Long-Term Sentiment: Buy Msg: 99029 of 99034
04/01/03 10:07 am
hackoff.com
Posted as a reply to: Msg 99028 by jumbo10
© 2005 Tom Evslin
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Jumbo, you always have good analysis. I hope you’ll write more later in the day. Why do you think Larry shot himself? Does that matter to the stock? Is the new CFO any good? What will The Street think?
Re: Press Advisory Out by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 99030 of 99034
Posted as a reply to: Msg 99028 by jumbo10
04/01/03 10:10 am
Your an idiot or just getting reddy to dump your stock. The cunt cant run the company. the lizard couldnt run the company. The company sucks. it doesn’t have anything. They should have sold to antihack… now noone will pay a penny for this piece of shit
Whats Happening by: CLess 04/01/03 10:15 am Msg: 99031 of 99034 Does anyone know why the stock isn’t trading???
Donna by: TestTost (35/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 99032 of 99034
04/01/03 10:15 am
Donna’s a peace of ass. She was in the SI Swimsuit addition in the early 90s. She’s still hot.
Re: Oh-Oh by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 99033 of 99034
Posted as a reply to: Msg 99021 by ChorusLine
04/01/03 10:16 am
It wasn’t an april fools joke. what will the street think?
hackoff.com
Stock Opened by: thewatcher02 (38/M/New Rochelle, NY)
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04/01/03 10:16 am Msg: 99034 of 99034 hackoff’s trading again! 1k shares at 1.26 unchanged. bid 1.24; ask 1.26.
###
Obituary, New York Times Lawrance Lazard , 40, Founder of hackoff.com, Dies
By Roger Ryan
Published: April 2, 2003. Lawrance Lazard, the founder and CEO of the Internet company hackoff.com, died on Tuesday at his company office at 65 Broad Street in lower Manhattan He was 40. According to a company spokeswoman, the cause was a single gun shot wound to the head, apparently self-inflicted. Mr. Lazard was believed to have been in good health. Lawrance Roger Lazard was born January 31, 1963, in Hicksville, New York, to Roger Lawrance Lazard and Cindy Moonstock Lazard. Mr. Lazard was a well-known and controversial figure in New York’s Silicon Alley in the halcyon days of the Internet bubble. He founded hackoff.com in 1996 as a successor to an earlier consulting business, and was chief executive officer of hackoff.com from its inception. The company’s IPO occurred in 1999, and its stock soared to twice the offering price on the first day of trading. Mr. Lazard and his wife, Louise, were paper billionaires until the collapse of the stock market bubble. The controversy over Mr. Lazard was the result of his “Gotcha” attack on the credit card files of a number of major banks. He confessed to this computer-based crime in 1993 and served six months of a nine month sentence in a federal penitentiary for white collar criminals. At the time, Judge Raymond Martin explained that he imposed this relatively light sentence since “Gotcha” was not intended to do harm and, in fact, beneficially exposed the weaknesses of financial systems before they could be maliciously exploited. At the time he staged the “Gotcha” attack, Mr. Lazard was employed as a software engineering supervisor at Chase Manhattan Bank, which he joined upon receiving his MBA. In his confession to the “Gotcha” attack, he admitted to being influenced by the notorious Captain Crunch, a fabled Silicon Valley hacker who developed a device for defrauding telephone companies by mimicking the signaling tones then used for switching calls. Mr. Lazard’s criminal background made the hackoff.com IPO an object of controversy. Detractors said that an ex-convict was not fit to serve as CEO of a public company. Defenders argued that no one was harmed by Lazard’s actions since he neither sold the credit card numbers he downloaded, nor used them for any personal
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gain. Both sides agreed that hackoff.com’s success in protecting Internet sites from malicious hacking was due to Mr. Lazard’s demonstrated expertise. Mr. Lazard was a survivor of the 9/11/2001 attacks on the World Trade Center from which he escaped down a stairwell prior to the collapse of the South Tower. Mr. Lazard grew up on Long Island where his father was a successful chiropractor. Lazard showed a strong and early interest in technology, receiving his first computer — an Apple II — at the age of fourteen. Apple founder Steve Jobs became one of his heroes. Mr. Lazard received his undergraduate degree in Folklore and Mythology from Harvard College in 1985 and earned an MBA from Harvard Business School in 1991. Mr. Lazard is survived by his wife and his mother, who now resides in Arizona.
#
Initial Interview by NYPD Detective Mark Cohen 4/1/2003
Donna Langhorne (8:13 A.M.) Q: Ms. Langhorne, this is an informal interview. However, you do have the right to an attorney of your choosing. If you cannot afford an attorney, the City will provide one for you. Moreover, any statements you make to me today could be used against you in a court of law. This interview is being taped. Do you understand and agree to these conditions? Yes. Do you wish to be represented by an attorney? Not at this time. If, at any time during this interview, you wish to be represented by an attorney, please make that known and the interview will cease until representation has been arranged. Is that understood? Yes. I am now handing you a consent form in which you acknowledge that I have advised you of your right to be represented by any attorney and that you have elected to proceed without an attorney at this time. Are you comfortable signing this form? Yes. The transcript of this interview will show that you reviewed the consent form, signed it and handed it to me. What is your full name? Donna Reynolds Langhorne. Are you married? Yes. Is Langhorne your married name?
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Yes. What was your name before you were married? Donna Maria Reynolds. What is your husband’s name? Francis Langhorne. Have you ever used any other name? Yes. What was that? Maria Reynolds. Why and when did you use Maria Reynolds as your name? From 1987 through 1990, I modeled for the Cleck Agency. What kind of modeling did you do? Mainly swimsuits. Why did you stop modeling? (laughs) Is that germane to your investigation, detective? Anything could be germane to the investigation. Should I repeat the question? I quit modeling to go to business school. Have you ever used any other names? No. Have you ever been married to anyone other than your current husband? No. Do you and your husband presently reside together? Do you really need all of this personal information? I have a lot of work to do to prepare for the public announcement of Larry’s death. Ms. Langhorne, these are routine questions we must ask each witness. I apologize if they are personal or tedious and I know your time is very valuable but there are rules I have to follow in every case of violent death. Do you and your husband presently reside together? Yes ... yes, we do. What is your address? 195 East 95th Street. Is there an apartment number? No, it’s a brownstone. What is your husband’s occupation? He is an attorney.
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Look, detective, I appreciate that you’re following your rules. I have some rules I need to follow as well. As a public company we must make prompt disclosure of a material event — and Larry’s death is a material event. This is an SEC rule and my company is at risk if I don’t follow it. Isn’t there some way you could ask me just the pertinent questions now and come back later and find out all about me? Ms. Langhorne, I will try to conclude this interview as expeditiously as possible. Where and when were you born? I was born on April 15th, 1966 in Princeton, New Jersey. What is your educational background? I have a Masters Degree from Harvard Business School. And before that? Do you want every school I ever attended? If you recall them, yes. I went to PDS — Princeton Day School — from kindergarten through high school. I then attended Princeton University and graduated in 1985. As I said, I have a Masters Degree from Harvard Business School. I am also a CPA. How long have you worked at ... uh... hackoff.com? The name embarrasses quite a few people, detective. You get used to it. I’ve been with hackoff since 1997. In what capacity did you join the company? I joined hackoff as CFO — Chief Financial Officer — and have held that position ever since. What was your prior employment? I worked at Ernst & Young. What kind of company is that? It is one of the major worldwide accounting firms. How long were you at Ernst & Wong? It’s Ernst & Young, detective. I was there from 1991 after I received my MBA until I joined hackoff in 1997. Where were you employed by Ernst? At various locations in New York and New Jersey. I’m afraid I don’t have the addresses memorized. I can get those later. How long have you known the deceased? We were classmates at Harvard. We kept in touch after that. When he founded hackoff, he offered me the job as CFO. So you first met in 1990? Actually, 1989. Larry went to Harvard for his undergraduate degree; I went to Princeton. We met at Harvard B-School in 1989.
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Harvard B-School? Harvard Business School. It’s a graduate school. What was your relationship with the deceased while at Harvard? We were friends. Friends. Could you be more specific? What do you mean — “more specific”? We were friends. What sort of friends? Do you mean were we fucking? I mean ... uh ... what was the extent of your relationship with the deceased when you were in school together? That does include any sexual ... any intimate relationship you might have had. Are these answers private? This is not generally public information and is not released as part of FOI (excuse me, Freedom of Information Act) requests. However, as I explained at the beginning of our interview, anything you tell me may be used in a court of law and this interview is being taped. Would you like me to repeat the question? No. But please understand that I’m sensitive about this because my husband doesn’t know about my relationship with Larry at Harvard. Anyway, yes — Larry and I did have an ... “intimate” relationship. Meaning, we had sex. No big thing; we both saw other people. It lasted for a while, then it ended. When did your relationship with the deceased end? When he died. Oh, you mean the ... the “intimate” part? The sex? That ended before we got our MBAs. But we stayed friends. Ms. Langhorne, don’t take this the wrong way, but was your ... intimate relationship with the deceased the reason that you have your current position at, uh ... hackoff? Why shouldn’t I take it the wrong way? (laughs) The fact that I know Larry and we kept track of each other has a lot to do with him offering me this job and me taking it. The fact that we were once “intimate” has nothing to do with my having this job. I’m the best CFO hackoff could have had and Larry damn well knew it. I didn’t exactly jump at the job, though. I had other offers; a lot of startups needed CFOs then. Why wouldn’t you “jump at the job”? Isn’t it obvious? Larry’s a bright guy, but his record is somewhat ... irregular. He’s been to jail, for one thing. I wasn’t all that sure I wanted to be CFO of a company headed
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by an ex-con, even if he was an old friend. You do know about his jail time, I assume? What convinced you to take the job given the deceased’s “irregular” record? We’re in the business of stopping hackers from doing what Larry showed could be done to the banks. Larry had the perfect background for this business. It really does take one to catch one, detective. Not only is this the truth, it’s also a great story. I did due diligence before taking the job and I knew VCs loved the story. What are VCs? Venture capitalists or “vulture” capitalists as some people call them. They supply money to a company before it goes public, then they take lots and lots of money out. So what did the VCs “love” about hackoff.com? I told you: They loved the STORY. They talked to bankers and bankers loved the story; thought it would make for a great IPO. There were too many stories that all sounded the same in 1997. Too many “Two Geeks and a Website” stories. An experienced hacker solving one of the toughest problems in e-commerce was new and different. It was a clutter cutter. Was that why you took the job? Because the company was a something “cutter”? Clutter cutter, Detective Cohen, clutter cutter. (laughs) I took the job because the company had a great fucking story; we would be able to raise a lot of money; we would have a great IPO and we would all get rich. And it all happened exactly that way — though not without a lot of hard work and not without my doing a great job as CFO. Hackoff sounded like a winner and it was a winner. Let’s get to this morning... Well, finally! I’ve got to get to my Board meeting and I’ve got an announcement to write ... on a deadline. You discovered the body of the deceased — correct? Yes. At approximately what time? Approximately 7:00 AM. That’s when I usually come to work. Did the deceased usually come to work at the same time? Are you kidding? We were lucky if he breezed in around ten or eleven. Where did you discover the body of the deceased? In his office. Did you usually go into the deceased’s office when you came to work? You did say he was rarely there at that time.
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You have a suspicious mind, Detective Cohen. I guess that’s what makes you a good cop. No, I don’t ... didn’t usually go into Larry’s office in the morning. But on my way into my office I could see that his door was ajar. That’s very unusual; he’s careful to lock it. So I went to close it. And when I went to close it I looked inside and there was Larry lying on the floor. Go on. That’s it. That’s how I discovered Larry’s body in his office. So what did you do next? I went into the office to see why Larry was lying on the floor. What did you think? I thought maybe he had a heart attack or maybe he’d OD-ed on something. Did the deceased take drugs? Do you mean illegal drugs? Yes. Not that I know of. Did he take drugs when you were in school together? Yeah. We did some drugs. We even inhaled. You’re not going to arrest me for that NOW, are you? Do you know if the deceased was recently a user of illegal substances? No. I don’t. I said that, didn’t I? But your first thought was that he OD-ed... That was my second thought. My first thought was that he’d had a heart attack. He didn’t exactly have a stress-free job. I don’t know why I thought he might have OD-ed. It was just strange for him to be lying there. What did you do when you went into the room where the deceased was lying? I checked the scene. You what? I checked the scene. First Aid 101: When you see a victim— At this point you thought the deceased was a victim of something? We all took CPR, detective. In CPR, any person you come across lying on the floor is “the victim”. Doesn’t matter how they got there. And when you come across a victim, you check the scene. Make sure there are no other victims; no live wires; no poison gasses. And you have to make sure the
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scene is safe for you to give first aid. So I checked the scene. What did you see when you “checked the scene”? I saw a gun lying on the floor next to Larry. That seemed a pretty obvious cause of death. I didn’t see anything else unusual. So then what did you do? I got down on the floor next to Larry so I could see whether he had a pulse. And did he have a pulse? When I got down next to him I could see the big hole in his head. I could see INTO his head. I knew he couldn’t be alive. There was no first aid I could give. There was nothing I could do for him. He was dead — awfully dead. Then what did you do? I called 911. Did you pick up the gun? No. I’ve seen enough cop shows to know not to do anything like that, not to tamper with evidence. So your fingerprints shouldn’t be on the gun. Actually, they probably are. Why? If you didn’t touch the gun, why should your finger prints be on it? Because the gun was always on the conference table in Larry’s office. We picked it up and played with it sometimes during meetings. It was a joke. Are you sure this is the same gun that was on Larry’s conference table? I don’t know much about guns, but it looked the same. And I don’t remember another gun on the conference table when I found his body, but I’m not sure I really looked. I wasn’t too rational once I saw the hole in his head. What kind of joke was the gun? Just a joke. When things went badly, we talked about shooting ourselves but we really didn’t MEAN it. Sometimes we’d point the gun at each other jokingly during disagreements. Sometimes we’d pretend we were playing Russian Roulette when we had a tough decision to make. Pointing a gun isn’t very smart. Weren’t you afraid it might be loaded? No. We never thought about it as an actual gun. It was just a toy as far as we were concerned. Are you saying you thought it was a toy gun?
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No. We knew it was a real gun because it had some sort of story behind it. Some guy Larry’d been in jail with gave it to him; told him, “This is the way you rob banks — not with computers.” That’s all I remember of the story. I meant it was LIKE a toy. We played with it. I never thought of it having real bullets. I certainly never thought that anyone would shoot themselves with it. You think Larry shot himself? Yes. Don’t you? We’re in the process of writing a press release which says exactly that. One of your cops told me Larry has powder burns on his right hand. Which cop? I don’t know; one of them. Like I said: a cop. He was wearing blue. We have no official opinion of the cause of death at this time. Ascertaining the cause of death is the purpose of this investigation. No policeman is authorized to speculate as to the cause or discuss evidence with witnesses. I see. Do you have an “unofficial opinion” of the cause of death? We have no opinions at this time. This interview will go more quickly if I ask the questions. Please — go ahead. I really do need to get to my Board meeting. At any time after discovering the body did you touch the deceased, his clothes, or the weapon? I didn’t touch the gun — I said that. I did touch Larry’s neck to take his pulse. He was very cold. You said you could see that he was dead of a bullet wound. Why would you take his pulse? I don’t know. I think I touched his neck anyway; maybe just because I meant to take his pulse. He was very, very cold. When was the last time you saw the deceased alive? When I left the office last night. His office door was closed but I could hear him talking on the phone. When was that? About six. Were there other people in the office besides you and the deceased when you left? There must have been about fifty people. This is a startup, not a nine-to-five company. The receptionist was gone, but most of the technical staff were here. Most programmers come in late and work late. Other people stay late. Can you name some of the people who were here when you left?
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I’m sure I can. May I please have some names? Uh ... Dom Montain, he’s our CTO. What’s a CTO? Chief Technical Officer. He was here when you left last night? I’m sure he was. He always works late. Did you actually see him when you were leaving? I’m not sure. Maybe. I think so. I think I said good night to him. Who else? Irma Sukander. She was in the lady’s room when I went in just before leaving. What is her job? Programmer. Anyone else? There were lots of other people, but I don’t remember specifically who. Did anyone see you leave? Irma saw me prepare to leave. Did anyone see you actually leave? Any number of people MIGHT have seen me leave. I... wait! Kevin Wong walked down the steps with me. What’s his job? He’s another programmer. I thought you said programmers work late. Why was he leaving at six? I think he was making a pizza run. Programmers live on pizza and caffeinated soft-drinks. There were a lot of pizza boxes stacked in the trash this morning. Where did you go after you left the office? Home. How did you get there? Subway. Do you always take the subway? Usually, why? Isn’t that unusual? I think of executives using a car service, not the subway.
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Not if they want to get anywhere in a hurry — not in New York. When did you get home? Sometime before seven. I saw the beginning of the national news. Was your husband home? No. Did he come home later? No. Is he on a business trip? He’s away from home. Is he often away from home? Does it matter? Does it matter to this investigation? Can we get this done? I can never tell what matters until I ask the question; I’m sorry but that’s the way it is. Was anyone else with you at any time last night? No. Did anyone see you come home or leave in the morning? A doorman? I told you, we live in a brownstone; we don’t have a doorman. As far as I know, no one saw me come or go. Did anyone call you at home last night? Yes. Thanks for helping me with my alibi; I can tell you’ve done this before. I did get several calls from friends and business contacts. Some were on my cell phone so I guess that doesn’t count but some were on my landline as well. And I made some calls and did some e-mail. I’ll want a list of the names and the times of calls as best you can remember them. Can you think of any reason why the deceased would have taken his own life? No. He was depressed about the low stock price and worried about more hostiles but he was a tough— Hostiles? Hostile what? Hostile takeover attempts. About a year ago a major competitor — antihack — made an attempt to take over hackoff. That sometimes happens when your stock price is low. Larry was worried that there’d be more attempts since the stock price still sucks. I assume guns aren’t used in hostile takeover attempts. Can you think of any reason why anyone would want to kill the deceased?
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There are lots of people who don’t like Larry; he’s not always ... he wasn’t always very nice. He put people down when he thought they were stupid or were wasting his time. He played rough. Played rough? Could you elaborate? He got a lot tougher when he was in jail. He liked to face people down; he liked to see them back down. Who did he “face down”? The CEO of antihack, for one. They met at a benefit dinner while the hostile — the hostile takeover attempt — was going on. Wrobly put his arm around Larry like they were old friends. Larry told him, “Get that off me or I’ll break it off at your shoulder, you fucking piece of shit.” You witnessed this encounter? Yes. So did everyone at our table at the dinner. Your table... Larry bought a table and filled it with whoever he pleased. That’s the way these charity things are done. Who else did Larry “face down?” A lot of people, including Dom Montain whenever he had a chance. But this is a waste of time. Larry killed himself. Maybe there are people who would’ve wanted to kill him and maybe there aren’t; but he killed himself. How do you know that? One, because your cop told me about the powder burns. Two, it just makes sense. I mean, no one was in Larry’s office when I found him. No one had been in Larry’s office since 5:30 the night before. How do you know that? I checked the security logs. See these cards we wear? these are RFIDs. What’s an RFID? Radio Frequency Identifier Device. Everyone on staff wears them. Every time we enter or leave a room, a receiver gets the tag ID and knows who went in or who went out. It’s all logged. What if someone comes in who isn’t wearing a tag? Then a big, loud alarm goes off and that incident is logged. That didn’t happen last night but it sometimes does. So you checked these logs yourself? Of course. Why didn’t you tell me about this earlier?
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You didn’t ask. Look, detective, I can’t seriously believe that you think Larry’s death was murder. I know you have to ask questions and establish alibis, but I’ve got to do my Board meeting and get my press release out or the SEC will really fry my ass. Why do you have such an elaborate security system? Do you keep money or drugs here? (laughs) Detective, we keep something much more valuable than money or drugs here: the source code — the computer instructions — that are hackoff’s crown jewels. Our stuff is patented but it can still be stolen. More importantly, half the hackers in the world spend all their time and the rest spend half their time trying to hack into our customers’ websites. If they knew how hackoff’s software worked, they might be able to defeat it. Our intellectual property is priceless, and we guard it that way. Who knows the most about this security system? Our security officer, Marlene Chou. Is she here? Yes. If you would be so kind as to send her in, I think I can let you go for now. I’ll need a list of people you talked to on the phone last night. Sometime today, please. If you think of anything else relevant to the investigation — even POTENTIALLY relevant to the investigation — please call me. Thank you for your cooperation, Ms. Langhorne. You’re entirely welcome. ###
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF hackoff.com INC. DATED: April 1, 2003 A telephonic meeting of the Board of Directors of hackoff.com Inc. (the “Corporation”) was held on April 1 at 9:00 AM Eastern time. Present were members Joseph Windaw, Joanne Ankers, Franklin Adams, and Donna Langhorne. In addition, Aaron Smyth, Executive Vice President, General Counsel and Secretary of the Board, was present and kept minutes.
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Mr. Windaw chaired the meeting in the absence of the Chairman, Larry Lazard. All participants in the call could hear, and could be heard by, all other participants. The following matters were covered: 1. Ms. Langhorne informed the Board of the death of Chairman and CEO, Larry Lazard. Ms. Langhorne related that she, herself, found the body at 7:00 AM this morning. A police investigation is underway. Although there has been no official determination of cause of death, indications point to suicide. In addition to the New York City Police Department, NASDAQ and the SEC have also been informed, and NASDAQ has advised that trading in the company’s stock will be temporarily suspended pending dissemination of an announcement. 2. The Board decided that the positions of Chairman and CEO should be split in the future as is allowed by the Company’s bylaws. 3. The Board elected Joseph Windaw as non-executive Chairman. The vote was unanimous with the exception of Mr. Windaw, who abstained. 4. After a discussion from which Ms. Langhorne recused herself, the Board elected Ms. Langhorne as CEO. 5. The Board authorized Ms. Langhorne to engage an executive search firm to find a candidate to fill the Board position left vacant by Mr. Lazard’s death. 6. Ms. Langhorne recommended to the Board that it appoint Lew Marigold as acting CFO. Ms. Langhorne advised the Board that she would like to take some time to determine if he is the right candidate to fill the position permanently. The Board unanimously approved these recommendations. There being no further business, the meeting was thereupon adjourned. Respectfully submitted, Aaron Smyth, Esq. Secretary
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E-mail, April 1, 2003
From: Sent: To: Joseph Windaw [mailto:[email protected]] Tuesday, April 1, 2003 9:45 AM Joanne Ankers
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Do you think she really would’ve quit if we’d made her acting CEO?
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Joanne Ankers [mailto:[email protected]] Tuesday, April 1, 2003 9:55 AM Joseph Windaw RE: Board Meeting
We’ll never know. She plays her cards close to her very big chest:-}
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Donna Langhorne Tuesday, April 1, 2003 Ahmed Qali Contract Work
10:57 AM
I want to assure you that there is no change in the status of your group as critical vendors to hackoff.com. Ongoing projects should be continued and outstanding invoices will be paid on a timely basis. I want to thank you in advance for your cooperation in these difficult times.
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Chapter 2: The Beauty Contest, February - March 1999
Early February can be an ugly time in New York City. Outside the eastfacing windows of the hackoff.com boardroom, dirty snow swirls towards its doom in the dark East River. The crews of the tankers, ferries, tugs and barges rushing downstream or pushing upstream look cold as they huddle into their coats and parkas. They spend as little time on deck as possible. The passengers in the ferries from Brooklyn, New Jersey, and other Manhattan docks are invisible until the boats reach the Wall Street Landing; then they scurry to disembark, hunched over against the wind and blowing snow. Inside the hackoff.com boardroom, Chairman and CEO Larry Lazard presides over a board meeting from the middle of the oval table. His back is to the dark snow and river. Larry is a little over six feet tall but slumps as if to look down on shorter people. He has brown hair and eyes. His most singular feature is a dark brow which brooks no interruption as it crosses the bridge of his nose. His large brow and his small, thin-lipped mouth gives his face a triangular look. His well-fitted hackoff tshirt makes it clear that he works out although his muscles are tight rather than massive. He wears casual slacks and loafers with no socks. One of his knees is on the table and his chair is tipped back. To Larry’s right is CFO and Board member Donna Langhorne. Her naturally-blond hair is just short of shoulder-length and drawn back in a loose bun with an elastic around it. Donna’s face is a classic oval, eyebrows dark, eyes blue, nose small, mouth full but just short of pouting, chin appropriate for the oval but with slightly visible diagonal cleft. She dimples on the left side when she smiles as she is now doing. She’s wearing a bulky hackoff sweatshirt but it doesn’t hide the swell of her large, high breasts. Her jeans are tailored At the other end of the table from Donna is Board member Joanne Ankers from Big Router Inc. She is an attractive flat-chested woman stylishly dressed in a tailored blue suit jacket. She wears her brown hair short. Big Router’s venture fund invested in hackoff when the company raised its second round of venture capital last September, and Joanne — a junior member of Big Router Ventures staff — became a Board member of hackoff as a consequence of that investment. Joanne is thirty-two. Aaron Smyth, forty-seven, hackoff General Counsel, sits directly across the table from Larry behind a mass of papers and a laptop computer open for typing. Although not a board member, he is its secretary and prepares resolutions and takes minutes. He is as casually-dressed as his boss except that he wears socks.
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The final two board members flank Aaron and face Larry and the window. They are both venture capitalists and are on the board as a condition of their firms’ investments. At six-foot-three with broad shoulders, Joseph Windaw of Windaw Wallar Ventures is imposing. The blond hair on his large head is thinning and going white. He's the only man in the room wearing a sports jacket. It’s clear from both his bulk and his presence that this is a onetime athlete who, at forty-five, keeps vigorously in shape. Franklin Adams of Silicon Alley ad-Ventures looks New York Jewish, despite his name. He has curly brown hair and skin that hasn’t seen the sun in a long time. Below a large nose, he sports an ineradicable trace of mustache. He’s thirty. Franklin Adams is talking intently. It is what he is saying that's making Donna smile and dimple. “Strange as it may sound, it's time to start preparing for our IPO. I hear that antihack is already talking to bankers and, if we’re not careful, they’ll get out ahead of us. I know this is a full year earlier than we initially planned; I know we haven’t done all the things I said we’d have to do before we could go public — like get profitable or at least cash-flow positive. But that was then and this is now. There’s never been a market like this one.” Franklin sprays very slightly as he talks. “It’s a huge distraction while we’re still building critical mass in our operations — still staffing up,” says Donna, without sounding argumentative. “I agree,” Joanne answers Franklin, ignoring Donna’s intervening comment. “Many of our portfolio companies are already public, some with less actual track record than hackoff. It seems they're all preparing to go. We may be behind.” There’s a silence. “What do you think, Joe?” asks Larry of the big man. “It’s crazy,” Joe Windaw says. “There’s never been anything like it, probably never will be again.” “So you think it’s too early?” Larry asks. “We should stick with the plan?” “No, we have to do it now,” says Joe. “We can’t NOT take free capital when everybody else is doing it. We’ve got to go.” “Even if everyone else is crazy?” Larry persists. “My mother would say ‘just because everyone else is jumping off a cliff would you jump off, too?’” “Your mother was right about cliffs,” says Franklin. “But this is NASDAQ and this is now and now is different.” “Donna, what do you think?” asks Larry. It’s unusual for him to seek consensus. His usual chairing technique is either to dominate the discussion or sit back and listen until he gets bored or makes a decision. “I think we may have to do it, Lar.” Her lips are moist and she is breathing slightly heavily. “We should do it because it the right thing to do,” says Joanne prissily. “We don’t have to raise money; we are somewhat behind plan, I think, although Donna still owes us some numbers on that.”
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“So what DO you think, Joanne?” asks Larry. “I thought you said we should go. Now are you saying we shouldn’t?” “No, no, not at all,” says Joanne. “I just want to make sure we have all our ducks lined up properly.” “Are any of our ducks out of line, Joanne?” Donna asks. “Well, as we were saying earlier in the meeting, we don’t have a great handle on…” “Yeah, yeah,” interrupts Larry. “We know we have to have everything locked down. We can do that. Donna can do that. Okay, you’ve talked me into it. If we decide now that we want to go public as soon as possible, what happens when? When do we get rich and famous?” Franklin and Joe both start to answer at once, Franklin at about twice as many words per minute as Joe. Each stops in deference to the other. Joe gestures to the younger man to go ahead. “You’ve played the game according to the new rules as many times as anyone, Franklin,” Joe says. “Tell them how it’s done.” “As you know,” says Franklin rapidly, “there are two things we need before we can get on the road in front of investors: bankers and an approved prospectus. By the way, we don’t get rich this time even if the company does. When companies go public this early these days, investors don’t expect insiders to do any selling.” He sprays quite a bit on the twin sibilants of "insiders" and "selling" but Larry leans forward eagerly nevertheless. “We get to sell if and when there’s a secondary, but it’s too early to talk about that,” Franklin pauses then says: “We let the bankers compete for our business,." “That’s called a’ beauty show,’ right?” asks Donna. “Right, Donna, a beauty show,” says Joanne balefully. “So how do they compete?” asks Larry. “I thought the bastards all charge the same commission.” “They do,” says Franklin. “They’ve got that part figured out. What we really care about is how well they're gonna sell the deal and cover the company afterwards. It's very important that their sell-side analyst — the analyst they're going to have cover us — really understands the company and its story and is well enough respected to sell it. He or she is gonna have a lot to do with the success of the IPO and then with the success of the stock in the aftermarket. We WANNA hear from the VP who’s gonna own the deal. We’ll check our sources for you, that’s part of VC value-add, right Joe?” Joe nods. Franklin doesn't break stride. “We’ll find out if the VP’s got a big enough dick in the firm to make things happen. There are a lot of deals going on now and we have to do what we can to make sure OUR deal’s gonna get enough attention. We may hear from one of their senior sales guys, but that’s not too important because they all say the same thing — they’re sales guys. They tell you they're closer to Fidelity and Semper and Janus and all the big funds than anyone else and that they’ll get the best set of appointments.
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“We may hear from the trading guy, too. They all run pretty good desks but it’s worth listening to those guys to see if you like ’em. The stock’s in their hands once trading opens. They also count the orders during the roadshow so they can give us a handle on what’s going on.” “How do we hear from these guys? They come here, right?” asks Larry. “Can’t we bargain on commission? What if we did? Wouldn’t we be showing strength?” “You won’t get anything on commission, Larry, trust me,” says Joe. “As much as these guys are hungry for deals like ours, as much as this is found money to them, they’ve got too much at stake to crack on commissions. They’d rather pass on a deal than do that. They know what happened to the retail side of the business when they had to compete on commissions; they don’t make any money there now. They have to leave most of that to the discount brokers, so they’re not about to crack on the corporate side. The good thing is that, because THIS is where they make their money—“ He presses an index finger into the glossy top of the conference table. “—they work for us, not for the retail accounts.” “How can businesses be such patsies?” says Larry. “Retail customers bargain on commissions and companies don’t? Doesn’t make any sense.” “Maybe not, Larry,” says Joe as calm as usual, “but everyone’s making too much money to worry about it.” “So we’ll get the usual guys in,” Franklin resumes, “Lehman and Barcourt and Morgan Stanley and Oppenheimer — Merrill is probably too retail-oriented — maybe a few of the boutiques who could end up below the lead on the deal. But we want a bulge bracket (he means the big, huge investment banks everybody’s heard of) to be the lead. Joe and I can call them if you want…” “I know someone at Oppenheimer,” says Joanne. No one looks at her. “We’ll refer them to Donna,” says Franklin. “She can set up the meetings.” “You guys wanna be there?” Larry asks Joe and then Franklin. “If I can be helpful…” Joanne starts. “No,” says Joe after exchanging nods with Franklin. “Too hard to schedule if we get involved. We know a lot of these guys and there has to be rapport between management and the bankers or the roadshow doesn’t play well. You guys do it. Call us when you want help. Give us the short list and your recommendations. Of course, the final choice has to be a formal Board decision.” “And the final commission?” asks Larry. “Drop it, Lar,” says Donna gently. “So bankers we get,” Franklin continues, “but an approved red herring is gonna be another story.” By “red herring” he means the prospectus which is the official solicitation for investors. Before a company can solicit investors, the Securities and Exchange Commission must approve every word of the prospectus which,
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according to regs, is the only substantive written communication the company can make while marketing its new stock. Other than the prospectus, companies are forced to enter a “quiet period” just before and after their IPOs. “So the problem,” Franklin says, “is that the SEC is overworked right now, to put it mildly. Every Tom, Dick, and Harvey is going public and there just aren’t enough examiners to keep up with the volume. They can’t hire more because Congress is feeling a little pissy about the boom and won’t give them more budget. So we could wait longer than we’d like to get approval...” “How long?” asks Larry. “Used to be thirty days, now forty-five minimum,” says Franklin. “Depends.” “On what?” asks Larry. “Just depends,” repeats Franklin. “Don’t know. How big the pile, how slow the examiner. Whether there’s a supervisor free to review it. And that’s just for the first round of comments. Then we get the comments back and we gotta respond to every one of them. Then we gotta have to wait for their responses back to our responses. Those usually take at least ten to fifteen working days if there aren’t too many comments. Important thing is that we’re out on the road by July. August everything shuts down. Slip past July and we have to wait until September, and then it really gets crowded.” And so it is decided that hackoff.com will go public forthwith. # Someone once said that when Donna Langhorne enters a room, she sucks all the oxygen out of it. The three male bankers in the hackoff.com conference room certainly look as if they are having difficulty breathing when she walks through the door. “You guys don’t have to dress up to come here,” says Larry Lazard. “We're casual.” He's in jeans and a hackoff polo shirt. The male bankers are in pin-striped suits with tailored shirts and yellow ties. They're all looking at Donna, who is wearing slacks and a hackoff sweatshirt. “Next time we’ll know better," says Harvey Maklin, a Barcourt & Brotherson Vice President and would-be lead banker for the hackoff IPO. He is trying not to look at Donna but has a hard time maintaining eye contact with Larry. Barcourt is visiting hackoff as part of the “beauty contest” to choose a lead investment bank for the planned IPO. “How was your weekend?” asks Harvey. “Did you get some golf in?” “Let’s start the meeting,” says Larry. “Uh … okay,” says Harvey. “Again, I’d like to thank you for considering Barcourt as the lead on this transaction. Sam Gutfreund is our chief trader. If we’re your bankers, he’ll get you opened well and make sure the after-market is orderly. John Braxton is our chief software analyst. We’ve decided that John is the right analyst to cover hackoff.com and he’s been getting up to speed on the story. He—”
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“Why?” asks Larry. “Why is he getting up to speed?” “No. Why is he the right analyst? He’s a software analyst. We’re in the e-commerce business. I don’t think he knows squat about e-commerce.” Harvey has a reputation for being unflappable. CEOs have been getting increasingly arrogant as their IPOs soared. “We considered whether to cover hackoff.com as an e-com or a software company. We discussed it with a few of the big funds and they think of you as software. That’s what you sell. If you were in e-com, people would always be asking ‘how many eyeballs have you got?’, ‘how many hits are you getting?’, ‘what is your website ranked?’. Hackoff grows by selling licenses, not by attracting eyeballs. That’s the software business. So we’ve asked John to cover you as a software company and he has been getting up to speed on the story, as I said—” “And he still doesn’t know squat,” Larry interrupts. Donna says: “John, why don’t you tell us something about how you see the company. How are you going to tell the story?” Everyone except Larry and Harvey look relieved. Larry leans back in his chair, though, and listens. “We have a presentation we’d like to show you,” says Harvey. “It should tell you something about us and how we see hackoff and the IPO. I think it’ll give you a good idea of our thinking.” Larry slams the front feet of his chair back on the floor and leans forward toward Harvey who flinches before he can get himself under control. For a long moment, Larry allows an uncomfortable silence to compound. “Spare us the presentation, please,” he says with ominous softness. “We want to know what John thinks. We already know what’s in the presentation. You’re the fourth bank to come through.” “I think you’ll find it interesting,” Harvey persists. “Let me tell you what’s in the presentation,” says Larry. “First, the title page has the logos of Barcourt and hackoff. Then, there is a page with the logos of all the companies you’ve taken public and helped to raise money in the last year. The logos of the software companies — because you idiots think we’re a software company — will somehow be set off from the others. Then there is a graph that shows that, even though you’re really only number three or number four in terms of money raised, you’re really number one for some esoteric reason. There may be a chart showing how successful companies you’ve taken public have been in the aftermarket. Can you tell me I’m wrong?” “Well,” Harvey says with a forced smile, “you’re not exactly WRONG but ... but that’s just the intro stuff; the stuff you may want to show your board. Then we get to the specifics of our vision for the IPO, for the positioning of hackoff — the things you were asking about. That’s what I expect you and Donna will be most interested in.” “You’re forgetting the page with your resume and John’s resume and the trader, I forget your name,” Larry says.
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“Sam, Sam Gutfreund,” says Harvey. “Yes. You’re right; there are some resumé pages. I’ve also put in the resumés of our US and International Sales VPs since they’ll be important to the transaction.” Larry says: “So why do you want to waste our time with all this?” “I have an idea,” Donna interjects. “I’m sure John can tell us how he sees positioning the company and telling the story without the slides. Our Board will want to see them as part of its decision, of course. We’ll take the books and look at them later.” “Sounds good to me,” says Harvey quickly. Larry again prolongs a silence as everyone looks at him, then nods curtly to John: “Go.” “The big question,” says John Braxton, senior software analyst for Barcourt & Brotherson, “is: What metric is The Street going to use to value hackoff? Since you don’t have positive earnings, it can’t be that. But that’s not too bad because no one else going public these days has positive earnings either. It’s hard to measure the dollar value of your sales since you take an equity position in so many of your customers and they don’t have any earnings either. In this new economy, it is essential to have an alternative to earnings in determining a company’s value. We have to find the metric that we teach The Street to use in valuing hackoff. IF you were an e-com company...” He carefully looks at Donna and not Larry. “IF you were an e-com company, then you’d be measured on hits or eyeballs or unique logins or something like that. Clearly, you’re not. So the obvious metric for hackoff is the quarter-end value of the stocks in your portfolio.” “That’s easy,” says Donna. “That number shows up on our balance sheet each quarter.” “No,” says John, “No, it doesn’t. Not the number I want to base our story on. The GAAP number is too low.” Generally Accepted Accounting Principles are supposed to define how US companies report their financial results to securities markets. Following GAAP, hackoff values each stock in its portfolio at the value it had (or was believed to have had) on the day hackoff was paid in that particular stock. The stocks in hackoff’s portfolio have been going up, but this doesn’t show up in hackoff’s GAAP reports unless hackoff sells some of these stocks and “recognizes” profit. If some of the stocks were to go down below the initial price– not something which happens much at this time in market history, then hackoff would have to write down the value of these stocks in its portfolio to reflect current market conditions. “We think it’s pretty good,” says Donna. “The book value of the equities we were paid in was ten mil at the end of '98. It’ll probably be around fifteen mil at the end of the first quarter and those are the numbers investors are going to see.” “With all due respect,” says John, “these are piss-ass numbers. You’re looking for the market to value the company somewhere around five-hundred mil at the IPO. And we want it to go up quickly from there. That’s not going to
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happen given a portfolio value of fifteen mil. I figure the true value of the stock in your portfolio at something like thirty million at the end of '98 and more like ninety million or even a hundred million when we go on the road. That’s exciting.” “John,” says Donna, “are you suggesting that we sell the stock in our portfolio so we can report higher values? That’s brain-dead.” “Of course not, Donna,” says John. “Only an idiot would sell in a market like this. We know you’re smart people and certainly don’t want to do anything that would make investors think otherwise. What I’m saying is that, besides the GAAP number, which we have to report, we report a ’non-GAAP‘ number as well. This number doesn’t show up in P&L or your balance sheet but you highlight it in the text of the quarterly press release and you talk about it on the call.” “Can we do that?” asks Donna thoughtfully. “Of course we can.” Larry has been following intently but silently. “In fact we owe it to investors to tell them the true value of our portfolio. We owe it to them to tell them how well our equity strategy is working. How else can they make an informed investment decision? It’s not our fault that GAAP is stupid and irrelevant, invented by accountants for another universe long, long ago.” Harvey Maklin jumps in: “We’ve checked with our attorneys. They believe you can provide this non-GAAP number. You will want the opinion of your own attorneys, of course. We’ll want that number to appear in the prospectus so if the SEC people who review that don’t barf all over it, we can feel reasonably free to keep using it in quarterly reporting.” “John,” asks Donna, “how do you calculate the current value of the customer equity we hold? Most of our customers aren’t public yet. There isn’t any usable valuation data for them.” “That’s the beauty,” says John. “We get to establish the value. We do it ‘conservatively’, of course, just take their potential value at IPO. For the ones that are public, we use their current stock prices. When I explain this to the fund managers, they’ll realize that I’m being very conservative because obviously stocks go up after IPO and obviously, in general, the e-com stocks will go up from here. They like a conservative story because it gives them more upside — more room to win. I always leave them room to be a little smarter than what I’m telling them, so they can earn their bonuses by having the stock go up while they hold it. Everybody wins.” “What if NASDAQ has a down quarter?” Donna asks. “We’ll get clobbered even if we have a good quarter.” “Good question,” says John. “Someday that may happen, of course, even in this new era. You have some protection as long as some of the companies in your portfolio go public during the quarter because those’ll get an up pop even in a down market and help the whole portfolio. It’s dangerous and could hurt us in the short term someday, but I think it’s a risk worth taking; this number lets you benefit not only from your own success but also the success of the
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industry and the NASDAQ stocks. And, after all, that’s really what your business plan is all about. You’re e-com squared.” “Cubed,” says Larry. “You’re right about our business plan but it’s ‘e-com cubed’, not squared.” “Cubed?” ask Donna and John together and then smile at each other when they realize they’ve said the word in stereo. John almost giggles when Donna smiles. “Cubed,” says Larry. “The more e-com flourishes, the more licenses we sell; that’s one dimension. Then, as you said, the higher our licensees’ stocks go, the greater the value of what we got paid. So that’s another dimension and brings us to squared. But we know that this is a market that feeds on success, so, as we succeed in the first two dimensions, our stock will trade at a higher multiple of our portfolio value — that’s the third dimension. You’re not as dumb as you look. I’m beginning to like this.” “You ought to be a securities analyst,” says Harvey Maklin. “But, if I may: a word of advice.” “Go ahead,” says Larry now preening and good-natured. “Just do the squared bit on the roadshow; don’t talk about ‘cubed’ with the investors you’ll be presenting to.” “Why not?” asks Larry, suddenly not as genial. “It’s better for us to do it than you,” John Braxton explains. “Investors want management to talk about the company and not about the stock. That’s what they expect even though they really only care about the stock. Then WE talk to them about the stock. Many of them’ll call me after you do your pitch. Then I can tell them, if they liked e-com squared, they’re really getting e-com cubed. That’ll hunt with the ones who are quants…” “I get it,” says Larry, “what’s a ‘quant’, though?” “The quantitative ones, the ones that like numbers,” John says. “some like people — they want to know all about the management team; some like technology; and some like numbers. Part of a good pitch is telling them apart and putting the right spin on the story for who you’re pitching. Our sales team will help with that; they know these guys pretty well. And you’ll get good at it, too. They ask questions in the areas they’re comfortable with. The quants always ask number questions; the techies always ask technology questions.” “Okay,” says Larry, “but be sure that you do it.” “Do what?” asks John. “Tell them about ‘cubed’ if I’m only talking ‘squared’,” says Larry. “I’m counting on you.” “Trust me,” says John. “This is a good strategy; this dog’ll hunt. We want hackoff priced at a multiple of the value of its portfolio. One problem, though, is that we won’t be able to use the portfolio value for the whisper number.” “What the fuck’s a ‘whisper number’?” asks Larry. “It’s a number higher than the number you gave in guidance that analysts tell their clients you are actually going to make for the quarter. It helps us with our clients to give them the inside scoop, but it’s very bad if you
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don’t deliver what we promise. So you’ve got to help us figure out what the whisper number should be and then you’ve got to beat it slightly or we’re all in deep doo-doo and the stock is in the toilet.” “Why don’t we beat it by a lot?” asks Larry. “Because then we lose credibility and it looks like you’re sandbagging and The Street will make really inflated estimates for you and you’ll miss them and everyone loses,” explains John. “So what is this metric?” asks Donna. “I understand that it can’t be the portfolio value because we won’t give guidance on that and you won’t want to guess what it’ll be at the end of the quarter a quarter in advance.” “Smart woman,” says John. “The portfolio value is too volatile to predict, so we need something else. We don’t want to use earnings — both because you aren’t yet profitable and because the number is too small. It misses the increasing value of the stock in your portfolio.” He glances at Harvey. “We think the right number to use is the number of sites using your software; this is the first dimension of your e-com cubed or squared story so it all fits in. And it’s a number that should always go up, which is important for the whisper number. Of course, this doesn’t correlate to earnings or even revenues, but nothing does these days and that’s no problem. The fund managers will understand that this number can keep growing forever since the number of e-com sites keeps increasing and so the stock will always have growth potential as it tracks this number.” “Won’t work,” says Donna. “A lot of flaky sites come and go. They license from us and then they’re gone. In a summer quarter when there are fewer startups and more failures, the number of active licenses could actually go down. It happened last summer; it may happen this summer while we’re selling the deal.” “That’s easy,” says John. “Don’t count the licenses that disappear. Do like McDonalds: so many sold. It’s a number that has to keep going up. You will have to condition The Street for seasonality; it won’t go up as much in the summer as in the winter but they’ll understand that. The important thing is that you be able to give good public guidance. You also need to give us good guidance on what the whisper number should be and then keep beating it. That’s what successful companies do. Look at Microsoft. Every quarter they talk about why things can’t keep being as good. Every quarter they give a lowball estimate. Every quarter the whisper number is a penny or two over what the company has indicated. Every quarter they beat the whisper number by a penny or two. That’s the way a company should be run.” “But that’s real fucking earnings,” says Larry. “That’s not some made-up metric as a proxy for earnings. That’s why we can’t be covered as a software business; we’re not Microsoft; no one will believe we are. We’re an e-commerce company; look at Amazon’s price — they’re a book store that doesn’t make money; look at Yahoo — they’re mostly a free service. We’ve got to be an e-commerce company. This has to be an e-commerce story. You just agreed
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that we’re e-com cubed and now you want to talk about us like a fucking software company.” “In many ways Microsoft is an old fashioned company,” says Harvey, shielding John from Larry’s vehemence. “You’re the software company of the future. All Microsoft gets is a little revenue each time a customer buys a product; they get a nice share of the revenue stream of the computer manufacturers through Windows and Office royalties; but they don’t actually get a piece of their customers the way that hackoff does. That’s the beauty of your story.” “Tell us the new software story, John,” says Donna. “Tell us this new bedtime story.” John drops a beat at Donna’s mention of bed but goes on: “Okay. The key metrics for hackoff.com are the value of its portfolio and the cumulative number of sites that have licensed the software. Obviously, the bankers are going to have to build those into the PowerPoint presentation they put together for the roadshow. I’ll build my spreadsheet model based on those metrics. Of course, I still have to come up with an argument about what multiple of the portfolio value you should trade at based on your growth rate in licenses. This is tough because there are no real comparables so we can’t just compare you to some other company in the same business. So I’ll put together a model that relates the number of licenses you’ve sold so far to the value of the equity you hold PLUS the present value of the revenue streams you’ll get. That part hardly matters but it does generate the cash you need to operate so you don’t have to keep going back to The Street and diluting everybody’s equity.” “But we WANT to go back to The Street, “says Donna. “We WANT to do a secondary offering. That’s when we get the really high value and that’s when the VCs and founders get to take some cash off the table.” “Of course you do, “says Harvey. “We want to handle your secondary, too. We want you to go out many times, collect all the money you can — it’s a sin not to. But no one wants you to do a secondary because you have to; you get a lousy price if you need the money. You do a secondary because you can; because The Street WANTS you to; because The Street loves your story and NEEDS to have more of your stock to trade.” “As long as that’s understood,” says Donna. “Understood,” says John, “trust me. So we establish a ratio between licenses sold and equity value acquired. Over time, equity per license goes up, obviously, as e-com companies continue to grow and you get further market power and can demand a better share. So there’s a double upside, the growth in the number of licenses and the growth in the equity from all licenses past, present and future. And cash needs are taken care of by the cash licenses. Smart fund managers will realize that, over time, you’ll spin out or sell some of the equity and further enhance cash flow — but we won’t complicate it with that now. In fact, the only thing wrong with the story is that it’s complicated. We’re going to have to work hard to dumb it down for the roadshow. Fund managers and buy-side analysts don’t think a lot; they don’t have time to.
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They go to eight or nine pitches a day. They’re only half listening unless something catches their interest and they’ll make up their mind before you leave the room. They have to make sure they get the hot issues or they’ll be out-performed by other funds and that’s the way to the door for them.” “Of course,” Harvey picks up smoothly, “when you come in with Barcourt & Brotherson, they know you’re a good story and that you’re worth paying attention to. And, even if they can’t focus that day — problem with the wife, losers in the portfolio, too much partying the night before — they’re still likely to buy because of their relationship with Barcourt. Even if they don’t like the particular company, they value their relationship with us and want to take a piece of almost everything we bring them because then they know we’ll give them a piece of the really hot deals.” “So the pitch doesn’t matter?” asks Donna. “There going to buy us because we’re with you?” “The pitch matters,” Harvey says. “It all has to do with the aftermarket. One, we want them to want more stock than we’re willing to allocate them. That has to be, or they won’t buy in the aftermarket. A good pitch’ll make them greedy. Two, we don’t want them to dump on the initial run-up; that’s no way to start trading for the stock. If they don’t even hear the story, they’ll buy for the initial kick and then flip the stock. Of course, if they flip too often or don’t give us aftermarket support, then they don’t get any more allocations from us. But that’s a different story.” “I have an idea,” says Larry. “Investors are going to buy the stock partly because of the number of licenses we sell. So they should get reminded about our licenses. We let websites that license from us put the hackmenot logo on their websites; no, we MAKE them do it. Then every fucking site becomes an ad for our stock…” “That will help more with retail investors than the funds…” John begins. “Good idea, Larry,” Harvey interrupts. “Very good idea. I thought you were technical, not marketing.” “Sam, you haven’t said anything,” says Larry, not responding to the compliment. “Did you come all the way here just to listen to all this bullshit?” “I have nothing to say,” says Sam the Trader. “Isn’t the great trading desk you run the real reason we should use Barcourt for our IPO?” asks Larry. “All the other traders tell us that.” “Sounds like you already know that,” says Sam, smiling slightly. “Sam, tell them what the trading desk can do for them,” says Harvey. “They already know,” says Sam. “The trading desk gets the stock opened right. The toughest part is the first hours and the first days when volumes are enormous and the stock is getting a lot of attention but hasn’t found a level or a pattern yet. Yada yada yada — I’m sure the other traders all told you that. The difference is that my trading desk is the best at doing this. Most of them will give you a trader part-time right after you open, then quickly lump you in with a bunch of other stocks. You get lost. The stock gets lost. It wanders around. It gets a bad rep.
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“I give you a dedicated trader, a GOOD dedicated trader for the first couple of days. And I keep you with a select group of stocks as long as I have to. That way your stock gets a good reputation. That’s important because all the funds you’ve sold to are trying to figure out whether to flip or not. If they see an orderly stock moving up in a good way, they stick with us. If they see a stock flopping around, they get spooked and they pull the trigger and sell. They’ve already got their profit. It’s important to keep them during that first week. They get used to you and keep you in the portfolio for a while ... if you don’t screw up.” “Whaddaya mean ‘if we don’t screw up’?” asks Larry. His tone is harsh. “He means…” Harvey starts to interject. “Let HIM answer.” “There’s nothing I can do if you don’t deliver your numbers,” says Sam. “Nothing at all. You heard that stuff about the whisper number: you put out a number, you get John to put out a number, and you miss it, you’re toast. Stock drops like a rock. I try to keep it orderly, but the truth is there’s nothing much we can do. Or even TRY to do — don’t want to get rope burn. We don’t stop you if you screw up and fall.” “But Sam can help…” Harvey again interjects. “He’s telling me the truth and you’re trying to bullshit me. Stop!” commands Larry. Harvey starts to say something and then thinks better of it. The silence is uncomfortable and continues until Donna asks: “You guys ready for the tour?” “Yes, Thank you very much for your attention. We’re looking forward to learning more about hackoff and we’d very much like your business. We want to do this transaction. We want to do your secondary. We want to help with every liquidity event you and the company have,” says Harvey obviously relieved. “Here are the books.” He hands over perfect-bound books with the hackoff and Barcourt logos on the cover. “We covered most of this and I’m sure your Board will find them helpful.” “If you make the short list, we’ll be sure the Board gets them,” says Larry. He stands up to shake hands with Harvey but doesn’t smile. He says, “Remember, ‘cubed’,” to John Braxton as he shakes hands with him. “You play poker?” he asks Sam Gutfreund in a friendly tone. “Not anymore; too much like my day job,” says Sam. “Thought so,” says Larry. “See ya.” Donna’s goodbyes and handshakes are all warm but she holds John’s hands slightly longer than the others. “Thanks for coming,” she says. “I like the way you tell the story.” “You got the hots for Braxton?” Larry asks Donna when the bankers have been escorted off by Eve Gross from marketing for their tour of hackoff. “All CFOs have the hots for their analysts,” says Donna. “What really turns me on is actually doing this IPO and then the secondary and getting filthy rich. It’s a B-School wet dream.”
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“Down girl,” says Larry. “Don’t overheat. We’re not there yet. The market could always tank and we’d have to go back to making money the old-fashioned way. And who says Braxton’s our analyst? We haven’t chosen Barcourt. Maklin is an asshole. I like the trader, Sam, though.” “You just told him he was our banker, Lar. You told him not to forget ‘cubed’. Talk about the hots; I thought you were going to come in your pants when they started the ‘squared’ stuff and then you told them it was ‘cubed’. What happened to the old poker face?” “I didn’t promise them shit. We still gotta listen to three more of these pitches; then tell the Board what we want to do. And, seriously, I’m worried about Maklin. He has no cajones; how can we believe he has the big dick we need in the firm?” “You did give him the patented Larry Lazard test for balls,” says Donna. “At least I didn’t rub them like you did with Braxton.” “They’re both good tests,” she says. “We’ll get the Board to check him out.” “Yeah, maybe we can get Joanne Ankers to use her contacts to check him out,” says Larry mischievously. “Yeah, once she gets out of her training bra, she might be useful,” responds Donna. “I’ll e-mail Windaw and Adams and see what they know.” “Sexist,” says Larry. They both seem very pleased with themselves. ###
E-mail, February 26, 1999
From: Sent: To: CC: Subject: Donna Langhorne [mailto: [email protected]] Friday, February 26, 1999 8:30 AM Joseph Windaw; Franklin Adams Larry Lazard Harvey Maklin
Joe, Frank: Got a favor to ask. Larry and I like John Braxton at Barcourt even though he’s a software analyst and we think we like their trader, Sam Gutfreund, but not sure whether Harvey Maklin, the VP who would own our transaction, is the “big dick” Franklin says we need. Frankly, seems to be a bit of a pansy. What do you guys know about him? Thanks. Donna
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From: Sent: To: CC: Subject:
Franklin Adams Friday, February 26, 1999 8:32 AM Joseph Windaw; Donna Langhorne Larry Lazard RE: Harvey Maklin
Don’t know him. Will check and get back to you. Gutfreund is a mean poker player. Braxton’ll burn you big time if you miss your numbers but can tell a story. Franklin
From: Sent: To: CC: Subject: Donna:
Joseph Windaw [mailto:[email protected]] Friday, February 26, 1999 10:00 AM Franklin Adams; Donna Langhorne; Joanne Ankers Larry Lazard RE: Harvey Maklin
I agree about John Braxton but don’t know Sam Gutfreund. I did some checking around and found that Harvey is “respected but not well-liked” at Barcourt. Most of his companies are big so he’s usually doing secondaries or debt placements or complicated hedge stuff for them but he does have a pretty good track record with IPOs, too. Mostly software, of course. With the companies he has, he must be able to get stuff done at Barcourt, which can be rather bureaucratic, because these companies would insist on it. However, it is easier to get things done for big companies than for small ones like us. Regards, Joseph
From: Sent: To: CC: Subject:
Joanne Ankers [mailto:[email protected]] Friday, February 26, 1999 10:02 AM Donna Langhorne; Larry Lazard; Franklin Adams; Joseph Windaw RE: Harvey Maklin
hackoff.com Donna:
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I’m sure it was an oversight but would really appreciate it if you would copy me on e-mail like this; I could have started helping earlier if I didn’t have to wait until I got the copy of Joe’s mail. I will get back to you on what experience Big Router Ventures has had with Barcourt and these gentleman. Joanne
From: Sent: To: Subject:
Larry Lazard Friday, February 26, 1999 Donna Langhorne RE: Harvey Maklin
10:10 AM
You got your tit in a wringer on that one:-}
From: Sent: To: Subject:
Donna Langhorne [mailto: [email protected]] Friday, February 26, 1999 10:12 AM Larry Lazard RE: Harvey Maklin
That’ll never happen to her :-{. Probably why she has to try so hard to add value. Besides, she’s dumb.
From: Sent: To: CC: Subject:
Franklin Adams Friday, February 26, 1999 8:32 AM Joseph Windaw; Donna Langhorne; Joanne Ankers Larry Lazard RE: Harvey Maklin
I’m hearing about what Joe heard about Maklin. One strange story: he’s made a bundle of dough — bonuses the last couple of years so he moves into town from the burbs. Got a couple of small kids so that costs a bundle to start. About a year ago buys a co-op on Central Park West, big one in one of those big old renovated buildings. But no one from Barcourt that anyone knows is ever invited there. One day this
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woman has to bring some stuff up for him to sign — he’s being Mr. Mom because his wife is doing something. He invites her in while he reads the stuff. The place has NO furniture — at least not in the rooms that she can see. Like not a stick. A few kids toys around but thats it. Strange after a year and strange that he doesn’t use the place to entertain. But probably not here or there. He seems to get the job done. Franklin
From: Sent: To: Windaw Subject:
Joanne Ankers [mailto:[email protected]] Friday, February 26, 1999 2:00 PM Donna Langhorne; Larry Lazard; Franklin Adams; Joseph RE: Harvey Maklin
Gentlemen and Donna: No one here has had direct experience with Barcourt or any of the other people mentioned. Of course, there are very few software companies in our portfolio so that may be the reason. We understand that Maklin has a pretty good relationship with Microsoft so that makes us a little nervous. Joanne
From: Sent: To: Subject:
Donna Langhorne [mailto: [email protected]] Friday, February 26, 1999 2:30 PM Larry Lazard RE: Harvey Maklin
Boy, I’m sure glad we got her input.
From: Sent: To: CC: Subject:
Joseph Windaw [mailto:[email protected]] Friday, February 26, 1999 10:00 AM Franklin Adams; Donna Langhorne; Joanne Ankers Larry Lazard RE: Harvey Maklin
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Joanne: This is good input. However, I think we can forgive him for being close to Microsoft if he can get a good deal done for us. Regards, Joseph ### The hackoff Board meeting on March 5 is telephonic. Larry, Donna and Aaron Smyth are in Larry’s office in New York. Joseph, Franklin, and Joanne are in other places, connected through the Polycom on Larry’s conference table. “Joanne, sorry to get you up so early,” Donna says. It’s 8:30 AM on the East Coast; 5:30 AM on the West Coast where Big Router is located. “It was the only time that everyone was available and we want to move fast.” “I’m used to it,” Joanne says shortly. “Okay,” Larry says, “we’ve talked to all the bankers and we have a recommendation. I think all of you have the information they left for us.” “I didn’t get anything from Oppenheimer,” says Joanne. “It was Fedexed out last week,” says Donna. “Well I don’t have it.” “Do you want me to get the tracking number?” Donna asks. “What difference does it make? She either has it or doesn’t have it,” says Larry. “Well, I do like to have all the material,” says Joanne. “Management isn’t recommending Oppy, anyway, are you?” asks Franklin. “No, we’re not,” says Donna. “So it’s sort of a moot point.” “It’s not moot,” argues Joanne. “I should have all the material. There’s a reason why you’re not recommending them; that’s a recommendation in itself.” “I only have half-an-hour,” says Franklin. “Donna, I’m sure you’ll get a copy of the Oppy material to Joanne for her file. Won’t you? Let’s go over the recommendation if that’s okay with everyone.” “Fine,” says Joe. Joanne doesn’t reply. “Okay,” says Larry. “As you know, we’re recommending that Barcourt & Brotherson be the lead. John Braxton understands the value of our portfolio and our strategy better than anyone else. We think he’ll do the best job of telling the story to investors. I like the trader, Sam Gutfreund. I get the feeling he’ll do a good job at the desk for us. On the down side, Harvey Maklin, who’s the senior guy on the transaction is sort of an asshole, but all the feedback we’ve had is that he does a good job for his companies. On the downside is that
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we don’t think Barcourt is as close to some of the high-tech funds at Semper and Fido and other places that we want to target as Oppy is.” “Then why aren’t we going with Oppy?” asks Joanne. “Big Router HAS had experience with them.” Donna starts to answer but Larry waves her quiet and says: “Good question, Joanne. The problem is that the Oppy analyst who would’ve covered us just left and the new guy doesn’t know shit from shinola. He doesn’t understand e-commerce; he doesn’t understand software; he doesn’t understand our strategy. He used to cover shipping and I doubt if he understands that either.” “Yeah,” says Franklin. “I know him. He doesn’t understand shipping either.” “But it would still seem…” Joanne begins. “Joanne, let’s let management finish,” says Joe gently. “Franklin has to get off quickly and I’ve got another appointment as well.” While Donna makes rude faces at the Polycom, Larry puts on a conciliatory voice and says: “We would have liked to have Oppy on the deal. They were willing to be a co-lead with Barcourt and Donna asked Barcourt about that and they turned us down flat. They’ll take the lead or nothing. You know I believe in taking a hard line with these assholes, but I don’t think they’re bluffing. And Oppy won’t take any position less than co-lead. So it’s either Barcourt or Oppy as the lead and the other one out. Also, Oppy is talking to anithack about their IPO and we don’t want their bank as lead; too much chance for leakage, despite all the Chinese walls. Maybe Oppy would’ve agreed not to do antihack if we could’ve got them the lead but we couldn’t.” “I might be able to get my boss to talk to Barcourt about letting Oppy be co-lead,” says Joanne. “He’s in Asia now, though; he’ll be back next week.” “Could you get him to call today?” asks Larry. “No. I don’t think I’ll be able to reach him until at least Monday. It’s already the weekend in Asia and he doesn’t like to be disturbed on the weekend. Maybe I can get to him late Sunday — it’s already Monday there — but that’s hard to do without help from his assistant here. I’m not sure he can do anything until he’s back and we can have a thorough discussion. Then he might decide that a call wouldn’t help. Larry, I think it’s important that we have all pertinent information before we make such a critical decision. I mean…” Donna pushes the mute button on the Polycom and says to Larry: “Dumb bitch thinks she’s still in B-School. ‘All the information!’ You don’t get ‘all the information’ except in a fucking case study. This is the real world. She doesn’t even have enough clout to reach the guy without going thru his EA. What does that tell you?” Larry unmutes the Polycom. “Joanne, we really would like his help. However, we’re on a very tight schedule. There’s no way to predict how long it will take to get the prospectus through the SEC. In my opinion, it would be very bad to miss the window and have to wait until September. Antihack might
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even beat us to market and position themselves as number one. It is critical that we make a decision during this call.” “Even if we don’t have all the information we need?” objects Joanne. Donna rolls her eyes. “I’m sorry,” interjects Franklin, “but I only have fifteen minutes left. I think Larry’s right; we’ve got to move before the window closes. That’s my two cents.” “Joe?” Joanne appeals. “Joanne,” says Joe, “in ordinary times I’d agree with taking our time and getting it right but these aren’t ordinary times. You’ve said yourself that there’s no guarantee your boss’ll make a call or that it’ll change Barcourt’s mind if he does. By all means, lets keep him in reserve for future dealings with Barcourt, but I think we have to move ahead. Your help is very valuable in this.” “Please go ahead with the rest of the management recommendation,” says Joanne. “Thank you,” says Larry. “We are recommending that FCBC and Web & Stinger also be on the book. We’ve sent you the stuff on them. FCBC has some of the same contacts Oppy does so they’ll help set up pitches. Plus, their analyst isn’t completely brain dead. Web & Stinger is a boutique firm—” “Never heard of them,” says Franklin. “That’s because they’re in St. Louis, Franklin,” says Larry. “You probably flew over it a couple a thousand times but it’s in the middle of the country where you bi-coastal types don’t land.” “Not if we can help it.” “So, anyway, they’re a boutique firm in St. Louis that concentrates on software. They’ve got a following in the Midwest — we know we’ll be stopping there on the roadshow even though Franklin never does — and their software analyst is really good; a woman who used to write code. Doesn’t know shit about e-commerce, but understands the difference between our technology and antihack’s, which no one else does. So we’re recommending they be on the prospectus cover as well. For what it’s worth, our buddy Harvey Maklin does want FCBC on the deal — I think he likes having them on the right side of the cover with Barcourt on the left — and he didn’t want Web & Stinger on because he never heard of them. But we insisted-” “I don’t want to beat a dead horse, but why couldn’t we insist on Oppy being co-lead if we could insist on Web & Stinger?” Joanne interrupts. “I’ve really got to go,” says Franklin. “Aaron, do we need a motion?” “Yes,” says Aaron, “I’m still waiting to hear from outside counsel on a part of the wording so I’ll probably get it to you in e-mail this afternoon. Substance is that the Board chooses Barcourt as the lead and FCBC and the St. Louis guys for the book runners and authorizes management to sign the usual and appropriate documents to make it happen.” “So moved,” says Franklin. “Seconded,” says Joe. “Any objection?” asks Larry.
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There is only silence. “See ya,” says Franklin. “Thank you all,” says Larry. “Meeting adjourned.” ###
E-mail, March 5, 1999
From: Sent: To: Subject: Joe: It frosts me the way management doesn’t do their homework, especially Donna, and then there’s a big hurry and we can’t get all the information we need. I appreciate your mentoring and backed off because clearly you felt this was right. But it does bother me. Joanne BTW: I will be in NYC March 24-26. Any chance of dinner or a drink? I’m free both the evenings of the 25th and 26th right now. Joanne Ankers [mailto: [email protected]] Friday, March 5, 1999 9:05 AM Joseph Windaw Board Meeting
From: Sent: To: Subject: Joanne:
Joseph Windaw [mailto:[email protected]] Friday, March 5, 1999 12:07 PM Joanne Ankers RE: Board Meeting
Your diligence is praiseworthy. It would be my pleasure to take you to dinner on the night of the 26th. Anne and the kids are in Europe then (she sends her best). Can you join me at 7:00 PM at the Harvard Club? It’s at 27th W. 44th, just West of 5th Avenue. The food is good although you may
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be appalled by the head of an elephant that Teddy Roosevelt or some other grad killed and sent to the club. Regards, Joe ### RR Donnelly, the world’s largest financial printer, has a squat rectangle of a building with no architectural pretensions a block north of the North Tower of the World Trade Center. The third floor of the building has conference rooms reserved for companies preparing financial documents. There used to be just a couple of these, but the explosion of IPOs has led to the whole floor being converted to accommodate teams of bankers, lawyers, accountants, and company executives furiously producing the documents required by the Securities and Exchange Commission of companies making public offerings. Even with the expansion, it looked for a while as if the hackoff.com IPO might be delayed by lack of an available conference room at Donnelly. Both Harvey Maklin of Barcourt & Brotherson and Board Member Franklin Adams take full credit for having used their clout to obtain a room. A torn sign on the door says “hackof”. Larry and Donna are in the hackoff room today, though they haven’t been there for most of the process. The hope is that all outstanding editorial issues can be resolved before 5:30 PM so that Donnelly can be told to “push the button.” When Donnelly does this, the draft prospectus will be transmitted electronically to the SEC and entered into the SEC’s EDGAR database. A recent innovation has made EDGAR accessible to anyone with a Web browser (also a recent innovation). So, once Donnelly pushes the button, all the information in the prospectus will become public. Besides Larry and Donna, hackoff’s chief counsel Aaron Smyth is there. There are two lawyers each from hackoff’s outside law firm, Barcourt’s outside law firm, and FCBC’s outside firm. hackoff’s auditors have sent three accountants. Barcourt has four bankers with various jobs and two admins who keep coffee, Snapple, and health food drinks flowing and sometimes clean up debris. They make a lot of copies, too. The junior of hackoff’s outside attorneys is an expert with Microsoft Word and keeps up with revisions as they’re made. FCBC has two bankers present; Web & Stinger has one, although she has not been there for the whole process. There are a fluctuating number of people from Donnelley. A couple of them are experts at converting text from the Microsoft Word master to the proprietary Donnelley software that will be used to send to the SEC and typeset the printed versions of the prospectus. There is a huge table in the middle of the room. Most of the editing and most of the meetings, arguments, and redrafting happen here. There are a couple of tables around the edge which mainly serve to hold used Styrofoam cups and Snapple bottles but also sometimes have papers piled on them. There
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are inevitably some Krispy Kreme crumbs. The donuts themselves are long gone. Krispy Kreme is also doing an IPO. The room has a couple of recessed windows on the west side, its only outside wall. These are usually occupied by people trying to get better cell phone reception. “So this is the draft where we should say whatever the fuck we want to say,” says Larry. “Investors get to read this one before the SEC tells us what we are and aren’t allowed to say.” “That’s very dangerous,” says Aaron Smyth. “The SEC can hold us up for as long as they want in review. If they think we’re playing games with them, they’ll do just that. Also, if we have to make big changes, people might notice. The change process is public too. Besides, Larry, I keep telling you — no one reads these things. At least not investors. Maybe the guys at the funds look at them when you’re doing the roadshow, but they don’t see this version.” “Our customers’ll read it,” says Larry. “Antihack’ll read it. The SEC doesn’t want me to tell our customers why we’re good but DOES want me to tell antihack where we’re weak and much too much about our business.” “That’s the price of being a public company, Lar, get used to it,” Donna joins in. “You sure you wanna do this?” “Yeah.” Larry doesn’t hesitate. “Good,” says Donna so only Larry can hear. “If you didn’t I might have to kill you.” On the front page of the online document is a warning label: #
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted.
# This warning label is not removed until the SEC staff has given its final approval to the FORM of the document, thereby making it “effective”. The company cannot begin its roadshow — the process of pitching the company’s stock to large prospective investors — until everything in the prospectus other than the final price of the stock (and all the numbers that depend on it) has been approved by the SEC. Even when that approval is granted, the prospectus will say: “Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.” It’s sort of caveat emptor. The SEC makes sure that the prospectus is in the proper form; it will diligently protect the public from malformed
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prospectuses, but it’s not their job to make sure that any of the statements or numbers in the prospectus are accurate. Plaintiff lawyers, a species of attorney that specializes in class action lawsuits against public companies “on behalf of” investors, will tell you that THEY are responsible for protecting the investing public. In early 1999 the investing public doesn’t perceive it needs to be protected. All the investors seem to want is a chance to get in on the next IPO. And why not? With minor fluctuations and a few easily explained exceptions, stocks go nowhere but up. “That may be true,” Aaron Smyth is telling Larry. “It is certainly true that investors aren’t going to read the prospectus. But the plaintiff’s lawyers are licking their lips. They may be the only people in the world who DO read prospectuses.” “So what?” asks Larry. “If the investors aren’t going to read the fucking prospectus anyway, why are we larding it with eight pages of risk factors, most of which aren’t even risks? Why do we tell them six times as much about what can go wrong as about how we’re going to make money for them? Maybe they don’t read it because it’s full of all the bullshit they DON’T want to know and doesn’t say word one about what they DO want to know.” “The risk factors are your insurance policy,” explains Aaron. “If you put something in a risk factor, you can still be sued, but you won’t be sued SUCCESSFULLY. You told them even if they didn’t read it. When things do go wrong, the plaintiff lawyers are going to pore over this. And if the thing that went wrong wasn’t a risk factor and there was any conceivable way management could’ve known about it, break out the champagne for them. The only question then is how much do we settle for. Look, Larry, it doesn’t cost us anything except paper and ink to put these in. My best advice: Don’t look for risk factors to take out; think of risk factors that we haven’t put in. They’re your insurance policy.” “Okay,” says Larry. “I get it. I’ll look at them as ‘insurance’ — by the way, I never buy any. I don’t even take insurance in Las Vegas when the dealer has an ace showing.” “Why am I not surprised?” says Aaron. Larry reads, muttering to himself. #
RISK FACTORS You should carefully consider the following factors as well as the other information in this prospectus before deciding to invest in shares of our common stock. As a company with a limited operating history in a new and rapidly changing industry, it is difficult to predict our future growth and operating results. Our limited operating history makes predicting our future growth and operating results difficult. Before investing, you should consider the risks and uncertainties that an early stage company like ours will face in the new and rapidly evolving market for Internet security services. Before investing, consider that we have not proven that we can:
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increase awareness of our brand and continue to build customer loyalty; maintain our current, and develop new relationships with our customers;
. manage the portfolio of equity we have received instead of cash payments from our customers; . . respond effectively to competitive pressures; and continue to develop and upgrade our software and technology.
If we cannot accomplish these goals, our business may not succeed. We have not been profitable and expect future losses. To date, we have not been profitable. We may never be profitable or, if we become profitable, we may be unable to sustain profitability. We have incurred significant losses since inception. The growth of our business depends upon the growth of the Internet, which may not continue. The growth of our business depends on continued growth in the use of the Internet generally and on the growth in the use of the Internet for commerce. Growth of the Internet may be inhibited by a number of factors, such as: . . . . . . quality of infrastructure; security concerns; technological failures, such as viruses; the appearance of a more attractive technical alternative; inconsistent quality of service; and lack of availability of cost-effective, high-speed service.
Even if Internet usage grows, the Internet infrastructure may not be able to support the demands placed on it by this growth or its performance or reliability may decline. Growth of the use of the Internet for commerce may be inhibited by a number of factors, such as: . . . effective competition from traditional retailers; unreliable fulfillment of orders; and a perception that use of credit cards on the Internet is not safe.
# “That hits sort of close to home,” says Larry, “seeing that I did the Gotcha attack. Why don’t we just say that people might think our CEO is a credit card crook. That’s a risk factor.” “Now you’re thinking,” says Aaron, “I’ll draft it.” “Fuck you.” “No, I’m serious. That’s a good idea. Won’t say crook, of course. But that’s the right way to think.” “Okay. Okay,” says Larry. “I can’t read this anymore. I’m just going to do the headlines.”
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We are growing rapidly, and effectively managing our growth may be difficult. Our software may not be able to handle increased volumes which could hurt our reputation and result in a loss of customers. Failure to attract and retain customers will harm our business. Our quarterly operating results may fluctuate and could fall below expectations of investors and industry analysts, resulting in a decline in our stock price. The lack of compatibility in e-commerce servers produced by different vendors makes it difficult to test our software in every possible environment. Competition could reduce our revenue. We may need additional capital in the future and it may not be available on acceptable terms or at all, which could force us to curtail or cease our operations. Our proprietary rights may be difficult to protect. Acquisitions may disrupt our business and divert the attention of our management. Year 2000 compliance efforts and uncorrected errors could interrupt our business and subject us to claims.
# “This Y2K stuff is real bullshit,” says Larry. “I know a guy who made millions, hundreds of millions, from it. And nothing is really going to happen.” “I think we took him public,” says one of the Barcourt bankers. “No, Lehman took him out,” says Larry. “You guys blew that one. Must’ve taken out one of his competitors. Still a lot of bullshit.” “How do you know?” asks a banker. “Look, it’s 1999,” explain Larry. “There’s all kinds of software running now that is adding a year to current dates and getting a date next year in the next century. If there were going to be a problem at the end of the year, there’d be big problems now. And there aren’t. Unless they’re all being covered up. New software’s not affected, not because programmers are so smart now but because dates are handled in binary and just translated for display. Nothing special about 1/1/2000 in binary; it’s just another day.” “There’s certainly a perception of a problem,” says one of the auditors. “We have a whole department doing Y2K compliance for our customers.” “That’s not a problem” says Larry. “That’s an opportunity. Maybe hackoff needs a Y2K product.” “I know a guy,” says one of the lawyers, “is inviting his cardiologist to his New Year’s Party. The guy told him the software in his pacemaker wouldn’t have any problem at midnight but he said he’d feel better if his cardiologist is there just in case.” “Gentlemen, I hate to interrupt, but we’ve got to get through the final read and get this down to the SEC by 5:30,” says the senior banker on the
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team. “Donnelly’s got someone else scheduled in the room for tomorrow and we want to start the clock ticking. Sorry to break up the fun.” At 5:28 Donnelly is instructed to push the button and does. Within a few minutes, the document has been transmitted in its “EDGARized” form. In half an hour, the text is available on the World Wide Web. In a matter of minutes, some potential investors are reading it, despite the warnings that it’s preliminary, not guaranteed to be accurate, and not approved in form or substance by the SEC. All skip the risk factors. Beer and wine are brought into the room at Donnelly to celebrate. The tallest of the supporting admins, a thin, shapely girl, lets down a startling profusion of reddish-brown hair from what had been a small bun. The accountants retrieve their suit jackets from the chair backs and put them on. The lawyers, on the other hand, loosen their ties. “Do you know why they call the prospectus a ‘red herring’?” Aaron asks Donna. “I always though it was because of the red ink on the cover that says its preliminary,” she says. “No,” says Aaron proudly. “A red herring is something you drag across a trail to put the bloodhounds off the scent. That’s why the prospectus is called a ‘red herring’.” Further uptown a few hours later, Joseph Windaw and Joanne Ankers are lying naked on their backs in a bed in one of the nicer rooms in the older part of the Harvard Club. It has crimson drapes, which are drawn. She is no more than half his size in any dimension and, lying next to him, looks like an exquisite doll with well coifed head and pubic hair. His long penis lies limp on his left thigh. Even with his clothes off, he looks extremely fit. His sparse chest hair is gray but his pubic hair is the same blond as the hair on his head. Both of them have their hands by their sides and are looking toward the high ceiling. “Now why did we do that?” Joanne asks. “I think we wanted to,” Joe answers languidly. “I certainly did. I find you very attractive. And you being smart as a whip certainly helps.” “Won’t this complicate our ability to work together on the hackoff Board?” asks Joanne. “Doesn’t have to,” Joe says. “I respected you before. Respect you now. Hope you feel the same about me.” “Yes, of course,” says Joanne. “You’ve been a valuable mentor.” Uncharacteristically, she giggles and then blushes. “I mean on the Board, of course.” “Right,” says Joe. “Us old guys have nothing to teach you youngsters anywhere else.” He grins at the ceiling but doesn’t turn towards Joanne. “Is there an Ethernet connection in this room?” asks Joanne. “No. Afraid the Club is a little backward in technology. Just got their website working. You can get a decent dial-up connection from some of the rooms, not others for some reason.”
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“I’m going to have to go back to my hotel,” says Joanne. “Big Router people only stay where they can get high-speed connections and I’ve got a bunch of stuff I’ve got to download for a conference call tomorrow morning. How do you know what kind of connectivity there is in all the rooms? Do you do this often?” “I’m on the Rooms Committee here,” says Joe. “I get all the complaints. This was an unexpected, and I should add — unique — pleasure. I’m sorry you have to leave early but look forward to working with you on hackoff and possibly some other opportunities.” “They did get the prospectus filed,” says Joanne. “I was afraid that would get hung up. They can be sloppy. Seriously though, Joe — do let me know about any other opportunities. I’m looking for ways to learn more and expand the range of what we do at Big Router Ventures.”
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Chapter 3 - The Roadshow, June 1999
“Now that we have the pitch down and know what we have to do to make the presentation, let’s talk about logistics for the roadshow. Gustav, can you go over that for Larry and Donna.” Harvey Maklin is back in the hackoff.com boardroom along with two younger, more junior bankers who will accompany Larry Lazard and Donna Langhorne on the hackoff roadshow. Gustav Johnson is tall, blond, squarefaced, and well-dressed. Rachel Roth is an attractive young brunette in a pinstriped jacket, bright white shirt, bright red scarf, and skirt. “Ya,” says Gustav. He has a trace of a Dutch accent and speaks English too well for an American. “I have a handout with the preliminary schedule.” He gives it to them.
PRELIMINARY SCHEDULE hackoff.com Corp.
$60 - $90 Million Initial Public Offering of Common Stock – Filed March 26, 1999 Barcourt & Brotherson (Books) FCBC; Web & Stinger Corporation; (Co-Managers) Larry Lazard, Chairman and CEO Donna Langhorne, CFO Summary Roadshow Schedule as of June 2, 1999
Date
Monday June 7
City
New York St. Louis
Function
Barcourt Banker/Research Call Management to Web & Stinger Sales Management to FCBC Sales Management to Barcourt Sales 1/1’s and/or group meeting(s) 1/1’s and/or group meeting(s) 1/1’s and/or group meeting(s)
Time
4:30 pm ET 4:30 pm CT
Location
WFC North, 18th Floor – NW Conf Room WS/Location: TBA
FCGC/WFC South 28th Floor-Auditorium
Wednesday June 9 Monday June 14 Tuesday June 15 Wednesday June 16
New York
2:30 pm 4:30 pm
WFC North, 18th Floor – NW Conf Room TBA TBA TBA
Geneva Milan London
Philadelphia Baltimore
1/1’s 1/1’s
TBA TBA
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Thursday June 17 Friday June 18 Monday June 21 Tuesday June 22 Wednesday June 23 Thursday June 24 Friday June 25 Monday June 28 Tuesday June 29 Milwaukee Los Angeles Boston 1/1’s Luncheon 1/1’s
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TBA The Boston Harbor TBA
12:15 pm
Fort Worth
St. Louis
1/1’s and/or group meeting(s)
TBA
San Francisco
1/1’s and/or group meeting(s)
TBA
1/1’s and/or group meeting(s)
TBA
San Diego Area
1/1’s and/or group meeting(s)
TBA
1/1’s and/or group meeting(s)
TBA
New York
1/1’s and/or group meeting(s) Luncheon 1/1’s and/or group meeting(s) Luncheon
12:00 pm
TBA The ’21 Club/Harbor Room TBA The ’21 Club/Harbor Room
New York
12:00 pm
“On Monday where it says ‘Barcourt Bankers Research Call’ that’s John telling the story and presenting the fifty-thousand-foot view of his valuation model to the Barcourt sales force. This is important both for sales people who are going to be with you when you talk to clients and for the ones who never get to hear you tell the story in person. Normally, we like to have management at this briefing, in person but it was the only time we could book you with the Web & Singer sales force in St. Louis. With the time difference, you’ll be able to conference in and then, of course, you will get to meet with our sales force on the ninth. “The sales force is a friendly audience and use this chance to sharpen the pitch. We’ll get you feedback from them right away and we’ll still have time to change the pitch books for Europe by the beginning of the next week. “Speaking of pitch books, you know what they are, yes?” No one answers. “So, as you know, ” Gustav continues, “the pitch book is the black book that has your PowerPoint presentation in it. I have one here.” It is a bulky black book with a leather-looking cover that sits as a wedge on a table so that the presenter sees on one side what he is showing plus any notes and the audience sees that page of the presentation with the notes on their side of the book.
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“Of course, this is too small to use with the sales force so for them you’ll use PowerPoint with a projector. You’ll be at the podium and I will advance the slides for you.” “We’re working on the presentation now. Our PowerPoint gurus have a lot of stuff from your website, a lot of the presentations you’ve given before, numbers you gave us, and the story we’ve talked about. We hope to email you drafts tomorrow and turn it around pretty quick to get ready for the roadshow. I will introduce you at each presentation except the one for the W&S sales force and except for some funds that don’t allow bankers to be present. Larry, of course, does the general pitch for the company, and then Donna does the numbers part at the end. After that you take questions. “You’ll have forty-five minutes max for each presentation if everybody is ready on time which they may not be. You want the pitch to be no more than twenty to twenty-five minutes tops so there will be time for questions at the end even if they interrupt you with questions while you’re giving it.They will do that “The rules are that the company can’t leave any papers behind except the prospectus — not even a copy of the presentation. Everybody knows that so nobody should ask you for anything but you never can tell. They may slow you down for note-taking, especially when you’re presenting numbers. We, the bankers, can leave copies of stuff we have done independently on the company like John’s spreadsheets, for example — but we have to be very clear that these are coming from us and not from the company. “Oh, yes. It won’t happen every day but we’ll try to schedule group breakfasts and group lunches wherever we can; this is a good way to hit the smaller accounts. Rachel and I will be with you for almost all of the presentations, as I said. I know Harvey wants to be at some of the ones in the City. We’ll always go in with the salesperson for the account and he or she may stay behind to get the order or just bullshit with the customer. They’ll have good feedback on how the pitch went; we’ll have a wrap-up call at the end of each day to see how the book is filling in. At first the orders will be slow but it will speed up by the end. “As far as travel goes, we’re flying commercial to Geneva and within Europe. We’ll take the Concorde back from London to New York so you can get some sleep in Philadelphia. Then we’ll use a private jet in the US-” “Who pays for that?” growls Larry. “The company pays,” says Harvey. “It’s in the contract we signed. It’s always that way.”“The contract says we pay for our travel and you pay for yours,” says Larry. “Don’t you think I read it? You bankers aren’t getting a free ride on a plane I’M paying for. You already get fucking seven percent of the deal just for taking orders on the stock.” “I’m sure you read the contract, Larry,” says Harvey. “That’s why we like working with you. I hope you’ll end up convinced that we’re worth our seven percent; there’s a lot to do in putting this deal together and, of course, a lot of that seven percent goes to the other underwriters in the syndicate. The company always pays for the plane. That’s the way it’s done.”
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© 2005 Tom Evslin
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“Then bankers don’t fly on my plane,” says Larry. “Buy your own tickets. No one gets a free ride from hackoff ... that’s the way it’s always done.” Larry is on his feet now, looming over Harvey’s chair. It’s not clear whether he means to hit Harvey or just stalk out of the room. “We’ll split the plane,” says Harvey. “We want to be accommodating.” He tries a gracious smile. “Good idea,” says Larry. No smile. “Okay,” says Harvey. “I think we’ve covered a lot of ground for one day. Any questions, you know where to get me. Gus and Rachel will be in constant touch. Donna, is it okay if John calls you for some help on his valuation model?” “Sure,” says Donna. “I’ll keep him straight.” She’s been smiling and she smiles more broadly. “Tell him not to forget ‘cubed’,” says Larry. “I’m sorry, what?” asks Harvey. “Jesus Christ,” says Larry, “I knew you guys were going to double-cross me on this. The only reason we chose Barcourt is I thought Braxton understood why we’re valued at e-com CUBED. Now you don’t even remember…” “I do remember,” says Harvey. “I do; trust me. And more important, I know John does. He’ll tell the story for you.” “I hope so,” says Larry. # Larry and Donna are sitting together in the first class cabin of the Delta A-300 from Kennedy Airport to Geneva. Gustav and Rachel are also there but not sitting together or with Larry and Donna. The bankers are conspicuously absorbed with important-looking reading material. Larry and Donna have their laptops deployed for work but they’re talking. “I heard a good story about Bill Gates flying to Europe for the Microsoft IPO,” says Donna. “Yeah?” “Bill always had this thing about nobody in Microsoft buying a first class ticket. And he always stuck to it himself. Somehow, the bankers convinced him to spring for first class; it’s a long haul from Seattle to Geneva or wherever they started theirs. The other Microsoft people traveling with him are delighted. They stretch out with room to sleep. But they never get any sleep because Bill keeps waking them up all night and saying ‘Is this worth it? Is this worth an extra $1500 a piece each way?’” “Yeah, sounds like Bill,” says Larry. “Who told you the story?” “Dom did, of course. Sometimes I think he’s sorry he left Microsoft.” “Fuck Dom. He never did anything he didn’t want to do. He makes me sick with his whining. If we didn’t need him, I’d fire his ass in a minute.” “But we DO need him,” says Donna. “The programmers love him; he’s a good CTO; and he thinks like a hacker. That’s what we need.”
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“Fuck Dom,” Larry repeats. “If you say so, boss,” says Donna. She starts working on her computer, her expression closed. Dinner is served after drinks, with drinks, and followed by drinks. “Donna,” says Larry, mellow. “Yeah, boss.” She still sounds annoyed. “You think this’ll really happen? You think three weeks from now we’re going to be public and have a company with a half-a-billion dollar valuation?” “Probably,” she says. “The market could tank before then. Something could go wrong in the company. The plane could crash; but, if none of those things happen, then probably the IPO does.” “You really think it’ll happen?” She looks at him for a while before answering. “Look, Lar, someone rubs your dick you get a hard-on and you come. Not always, but usually. Sometimes you don’t. This market is on Viagra; it’s horny as hell. It pops for every story that comes along and we’re better than most. Probably it happens.” # The plane doesn’t crash. The market CAN’T crash because it’s a weekend. They land in Geneva. A Mercedes takes them to the Hotel des Bergues at the foot of Lake Geneva. They meet for dinner at a candlelit restaurant; everyone is on his or her good behavior but tired. Donna asks if anyone is interested in a nightcap when they get back to the hotel. Only Rachel is, and the two women get a table in the hotel bar. After a few minutes of small talk, Rachel asks Donna what Larry is really like. “What do you mean, what is he really like?” “I mean ... you know ....I mean he tries to make himself out to be a jerk. Is that who he really is?” “You think he’s being a jerk because he made Harvey pay half for the plane? More CEOs should do that.” “No… no,” says Rachel. “That’s not what I mean. I mean … it sort of is. He was right about the plane, but why did he have to humiliate Harvey? He didn’t have to do that.” “Are you sure you know what you mean? Look, has anyone else gotten Harvey to pay half?” “Not that I know of, but it’s not a lot of money in the grand scheme of things. Maybe no one thought it was worth their time to ask…” “That’s not the point,” Donna explains. “Larry thought Harvey was taking advantage of him. He came unglued - Maybe he came unglued; maybe it was calculated — but when Harvey said ‘that’s the way it’s always done’ or whatever dumb-ass thing Harvey said...” She shrugs. “Larry displayed alpha-male behavior; your boss backed down. You thought Harvey was the alpha-male and now you think Larry’s a jerk. Or do you?”
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“No… no. That’s not what I said,” says Rachel. “Do you have the hots for Lar? Is that what you’re saying? Does the real alpha-male turn you on?” “That’s not what I’m talking about at all,” says Rachel. “I’m not talking about who’s hot. I’m trying to understand my customer; that’s Larry. He can be hard to deal with. I want to understand. I want to help you and Larry market this deal and have a great IPO.” “This isn’t the B-School, honey. This is fucking life and who’s hot and who’s alpha and who’s not means a lot more than whatever they taught you in IPO 101. You say you want to help me and Larry. I hope it’s YOU you want to help. Or is it Larry? ...Or is it me?” Donna puts her hand on top of Rachel’s on the table. Rachel is clearly uncomfortable. Donna turns Rachel’s hand over and drags a finger from her free hand across Rachel’s palm. Rachel jerks her hand back. The bartender conspicuously looks away. “Do you want to have a drink in my room?” asks Donna, laughing. “I’ve got a balcony with a great view of the Lake.” “No. NO. That’s not what I want,” says Rachel. She gathers her dignity and stands up. “I want to do my job. See you in the morning. I’m sure you guys’ll have a great IPO.” But Rachel can’t sleep. It’s only evening in New York so she calls Harvey Maklin on his cell. He doesn’t sound happy to hear from her. “Look, Harvey,” Rachel says. “I think I’ve been propositioned by the client.” “You think?” Harvey asks. “You THINK? You can’t tell if Larry propositioned you? I never thought the sonuvabitch was subtle.” “It wasn’t Larry, Harvey; it was Donna, and I’m not sure.” “Is it sexual harassment if it’s a woman…?” “Yes, Harvey; it is. It doesn’t really make any difference. She’s in a position of power.” “Are you going to file a complaint?” “I don’t know, Harvey. That’s why I’m calling you and asking your advice. I mean what am I supposed to do? This is my first roadshow. I want it to go well. I don’t know what to do.” “Well,” says Harvey, “you can certainly call HR or the harassment compliance officer. You have a right to do that. Once you do, there’s no telling how far they’ll take it. You lose control. But you could do that. I’m not telling you not to. But you also say you’re not sure. There’s a lot of pressure in a roadshow and people act strangely under pressure. You wouldn’t want to make a complaint unless you’re sure. But you do have a right to.” “Harvey, you sound like you’re covering your own ass.” “What? I thought you wanted my advice?” He’s very cold. “I did, Harvey. Thanks. I’ll deal with it. Maybe I over-reacted. Sorry to have bothered you. Good night.”
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© 2005 Tom Evslin
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Harvey writes a memo to file describing the conversation — not exactly the way it happened — before he goes to bed. ### “I’m already sick of the sound of my own voice,” Larry tells Donna. “Fifteen times making the same fucking pitch in two days. And two weeks left to go. The fucking Europeans don’t get the ‘ecom squared’ bit at all. I can’t explain it to them.” “They still believe in dividends, I hear,” says Donna. “No wonder,” says Larry. “I’m not going to worry about the Euro if they ever get it out.” They’re in the special Concorde section of the British Airways First Class Lounge at London’s Heathrow Airport. Gus and Rachel are there, too, but being discreet and staying away from the principals. A careful observer would notice three other similar groups in the lounge. The bankers can be recognized by pin stripes and pitch books under their arms; the principals usually have new suits; everyone is in white shirts. There are three or four IPOs every day in June of 1999. Since a roadshow takes about two-and-a-half weeks, this means that there are at least fifty companies on the road at any one time “going public”. There are also older public companies selling more stock or bonds into the relentless investor demand — all in a hurry to get rich and afraid of being left behind. Most stocks issued in these halcyon days go up by fifty percent or more on their first day. Many go up 100 percent or more. Obviously, anyone who can buy a stock at the “issue price” has an instant profit locked in. By the next day, the stock may well cost twice as much. That’s great if you have the stock but takes all the fun out of it if you have to wait until the next day to buy. But, even with the crush of companies on the road, peddling stock as fast as the SEC will approve their prospectuses, there are not enough new issues to go around. So people do buy on the second day and on the third day and the stocks go up and up almost without pause. People say there’s never been anything like it. But there has. Not only the tulip mania in Holland, which a few crabby souls who aren’t playing the market keep recalling. There was a Suez Canal craze; several railroad crazes; the everything craze before the great depression of 1929; and even software and biotech crazes just a decade before the greatest bull market of all time. But this time is different because the Internet has changed everything. The US is the world’s only superpower, so unproductive money can be diverted from defense. There is almost full employment in the US. The growth in the rest of the world makes everyone else better customers for the great economic machine that is America. All of this is true this time must be different. Stupid people believe this; smart people, too. But no one, even a cynic, can dispute that access to shares bought at the issue price are the ticket to instant wealth. If you could find
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enough of these shares, you could double your money almost every day. These shares are better than gold. And these precious shares all start out in the hands of the underwriters — bankers like Barcourt who take companies like hackoff public. hackoff plans to sell five million shares at a price between twelve and eighteen dollars per share. On the eve of IPO day the issue price will be set depending on how well the roadshow has been received. Barcourt & Brotherson will buy the whole issue at the set price less a seven percent commission. That money goes to hackoff directly. Barcourt and the other underwriters in the syndicate will then immediately resell their shares at the issue price and trading will begin. In theory, Barcourt and the underwriters take a risk that there won’t be enough buyers for the initial issue. But these days that’s only theory. In reality, they will have orders for many times the number of shares available and will allocate these shares among their customers. Here’s who gets this brand-spanking-new, sure-to-go-up stock at the issue price on opening day: The funds. These are mutual funds, the funds in your pension plan, the funds you hear about: Fidelity, Magellan, Strong, Janus. And some you don’t hear about that only very rich and/or famous people invest in. These get stock. It is the managers of these funds that Larry and Donna are visiting on their roadshow. Good customers of the brokerage firms. These are people who have large accounts with Barcourt and the others. These underwriters will be sure to reserve some shares from the IPO for their best individual customers. Brokers are calling and saying, “I can get you five to ten thousand shares of the hackoff IPO; want to do it?” and usually the customer will say, “Yes, yes, yes. Get me some. Can’t we get more?” They never say “thank you”; that’s not the way its done but the brokers don’t care; their feelings aren’t hurt. People the brokerage firm wants to have as friends. When the time came near for hackoff to go public, brokers began to call Larry and Donna and offer them shares in the companies they were taking public. Donna took all without prejudice and sold all the next day without hesitation; that’s called “flipping.” Larry took a lot of them but didn’t sell them all. Naturally, these same brokers wanted to do the hackoff IPO. “Friends and family”. Some of the IPO shares are reserved for friends of the company and the people in it. Larry and Donna decide who gets these shares. Some go to company customers and suppliers. Some of the executives of big e-commerce sites running hackoff software were grateful for the opportunity to be on the friends and family list. Because hackoff is a democratic company in the dot.com mode, Larry is letting employees buy friends and family stock and to further extend this offer to their friends and families.
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“Greedy pigs,” says Larry. “Jesus Christ. They just want to flip the stock. They’re going to get rich with their options anyway.” “They can’t flip it,” says Donna. “We’ve got a ninety-day lock up on friends and family stock.” “Then they’ll sell it after ninety days,” says Larry. Employees have requested a total of four times as much stock as he has available and he and Donna will have to decide who gets what and listen to the inevitable bitching. Still in the Concorde departure lounge, Larry recognizes one of the other roadshow CEOs and, uncharacteristically, starts a conversation. “Frank, Larry Lazard. Haven’t seen you since MacHack many moons ago.” “Larry, great to see you. I heard you guys were going public. Who’s taking you out? How’s it going?” “Barcourt. Going okay. I think. Already sick of hearing myself do the pitch. Met some real assholes in London today. You?” “Morgan Stanley’s the lead for us. I think I met the same assholes. East Minister Bank and Trust?” “You got it. Guy thinks he’s God because he might ask for 100 thousand shares and we’re supposed to suck up to him to do the bankers a favor. He was too busy picking his nose to hear a word I said.” “Worse for me; we had lunch there and I had to watch him pick his nose while I tried to eat the cucumber sandwiches with no crust and do the pitch at the same time.” Boarding is announced. The Concorde looks very small on the tarmac of London’s huge airport, surrounded by 747s, DC-10s, and various models of Airbus. Its needle nose is pivoted down so the pilots can see while taxiing. It’ll come up for flight. Inside, the cabin is small, too. It’s all first class but not at all roomy. The tube shape of the fuselage is apparent. The cabin furnishings look obsolete. The rounded seat backs are Art Deco. There is no faster civilian plane but the Concorde shows her advanced age. The digital Mach-meter in the front of the cabin, which shows how many times the speed of sound the plane is flying, is not LCD or even LED; it’s made up of a lot of very visible individual light bulbs. On takeoff there is a gratifying roar and push of acceleration. Special rockets are used just for takeoff so that the stubby wings designed for supersonic speed can get enough purchase to lift the plane from the runway. They do; the little jet climbs quickly but doesn’t go supersonic until it is over the sea where sonic booms aren’t politically incorrect. Once it can accelerate, it quickly reaches Mach 2.5. The pilot comes on the intercom: “British Airways welcomes you to Concorde. You are among a very special group of people. You will see that the sun is higher in the sky when you get to New York than it was when we left London. If this were later in the year, you would have seen the sun rise in the West. Something only astronauts and Concorde passengers get to see...”
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The passenger amenities include pewter picture frames which say “CONCORDE” in a flowing script, but the food is British and not very good. The flight is incredibly fast, just a little over three hours against the prevailing winds. So it’s two hours earlier in New York when they arrive than it was in London when they left. But the flight is not so fast that Frank and Larry don’t get a chance to give each other each five thousand shares in their respective companies’ friends and families programs. # It’s pouring in Boston. The stretch limos fight for position in the narrow, construction-choked streets, trying to get the roadshow teams into the ornate doors of Semper Investments as dry as possible. The teams line up inside the back doors of the limos as if they were preparing for parachute jumps. Protocol and practicality demand that the CEO come out first so he can bolt to the door unimpeded with his jacket folded under his hunched over torso. Larry Lazard has got to look his best. Next out is the CFO. Her skirt is short, but she’s good at maneuvering, knees together, to swing both long legs out the door without being either indiscreet or unattractive. She wears her jacket to the door to keep her white blouse dry. In a courtly gesture to Rachel, whose rank requires her to carry the pitch book, Gustav gets out next, the awkward black book under his arm. Rachel follows him. With legs shorter than Donna’s, it’s not quite as easy for her to swing out of the limo but she does it reasonably gracefully. She quickly pats down her hair as she goes through the revolving door. Last out is Barcourt’s salesman for the Semper account. He gets a little wetter than the rest because he’s talking on his cell phone as he gets out and also trying to tell the driver of the limo where and when to meet them. On Semper’s thirtieth floor there is reception desk at which the roadshow teams check in. The Barcourt salesman does that for the hackoff team. The receptionist makes him repeat the name three times, perhaps maliciously. They know each other. “Your number is 768. Have a seat,” she says but this is a joke; there aren’t any seats. Behind the reception desk is a crowd of teams. Five people each, almost without exception — two bankers, two principals, one salesperson. Bankers in pin-stripes; company principals in white shirts (and often pin-stripes); salespeople a little more varied with some loafers and colored shirts. Always a black pitch book. The clots of five try to ignore each other, although they have been crossing paths the entire time they’ve been on the road. Many talk on cell phones. The space is crowded, hot, and has a wet puppy smell. There is an electronic board that lights up with red numbers to summon a team. When a number lights up, the board also displays a conference room number on one of the three floors that Semper is using to listen to roadshow pitches. The salespeople know how to find the room.
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Word is that pitches are running behind. This has everyone particularly nervous because they can’t bolt out of Semper, which means that the rest of the day’s schedule will be in tatters if they leave later than they are supposed to. Much of the cell phone chatter is salespeople trying to rearrange the rest of the day on the fly. “I’m pretty sure Tom Chen is coming to the pitch,” the salesman briefs Larry and Donna. “He runs the hot Internet fund. He looks like he’s nineteen years-old but he’s actually twenty-seven. He’s the superstar — running well over ten billion in that fund alone and advising a couple of other funds. Some of Semper’s other funds track him and tend to buy positions in whatever he buys. John Signal — he’s from a smaller special situation fund — may come as well; I’ve been talking to him and he’s interested, but has a lot going on today. We also expect the e-commerce analyst and maybe the software analyst. That’s a very good turnout if we get them all.” “I said we’re an e-commerce company,” Larry growls to no one in particular. Finally, 768 lights up and the salesman leads the hackoff team to the designated conference room. Tom Chen is there; he actually does look nineteen. John Signal and the software analyst are there but the e-commerce analyst is not coming. Larry looks unhappy. Everyone exchanges business cards. “Nice name,” Tom Chen says. “Thank you,” Donna says and smiles. Everyone smiles. The bankers and the salesman are asked to leave as expected since Semper never lets anyone but company stay. “Here’s a copy of our analyst’s model for the company,” says Gustav on his way out. “If you want to talk to John Braxton about the model, you know how to reach him.” Exeunt bankers and salesman. Everyone sits down around the table. Larry is at the end with the pitch book and Donna is next to him on one side. “Are these numbers any good?” Tom Chen asks Donna before Larry can start the pitch. He is looking at the printout of the spreadsheet that Gustav gave him. “That model is an independent forecast by the Barcourt analyst,” says Donna correctly, if not completely accurately. “The company is precluded from giving forward-looking guidance not contained in the prospectus which, as a matter of fact, doesn’t contain any forward looking guidance.” She smiles. Tom Chen doesn’t smile. “Are you comfortable with these numbers?” “Yes,” Donna says. She smiles again. This time Chen smiles back. “Let’s get going,” he says. It’s hard to tell if Tom Chen is listening; he doesn’t interrupt the presentation until they got to the “market size” slide. “What is the number for ‘99? It’s hard to tell from the chart.”
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“Ninety mil total,” says Larry. “What market share does hackoff have?” “That’s on the next slide,” says Larry. “Can we move on to that?” “Go,” says Tom Chen.
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As you can see, last year, according to Snow & Hanrahaty, we had fifty percent,” says Larry. “Now wait a minute,” commands Chen. “If you had fifty percent of a ninety million dollar market last year, how can you have a revenue runrate of only twenty-eight mil for Q1?” “As I explained, we often take equity positions in lieu of cash revenue. In fact, we prefer equity because it has more upside than cash. We account for the value of the equity we take very conservatively — we’re not in a hurry to pay income tax; so booked revenue for last year was ten mil and seven mil for Q1 — good growth.” “How much of last year’s revenue was cash?” asks Chen. Larry looks at Donna who says, “Approximately four-point-five million.” “What market share do you expect going forward?” “Declining from this point on, but we expect to remain the market leader with never less than a thirty percent share,” says Larry. “There is competition, but our installed base and our patented and patent-pending technology gives us a huge advantage. I won’t be happy, frankly, if we end up down at thirty percent, but I think that’s the number John Braxton used in the out years of his model.” “It is,” says Donna. “And what was the S&H number for total market in 2003?” “One-point-one billion,” says Larry. “So in 2003 you’ll have at least 300 million of revenue?” “The company can’t make projections,” says Donna. “Your math is good,” says Larry.
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“How much of that will be cash?” asks Tom Chen. “We are aiming for around ten percent,” says Donna. “That cash flow, plus what we’ll raise in the IPO, covers our working capital requirements so the equity grows and our shareholders aren’t diluted. After the IPO, our plan is that we’re fully funded so we don’t have to go back to the market again.” “Go on,” says Chen“We’re really ‘e-commerce squared’ in terms of opportunity,” says Larry. There is no response from Tom Chen. “One dimension is our growth in sales, which should be at least as fast as the growth of e-commerce. We all know that’s going nowhere but up. As you’ve seen, we get paid largely in equity. As our customers — the premier companies in e-com — grow, their stock values go up as well. So not only are investors benefiting from OUR growth, they’re also benefiting from the runup in our portfolio. John Braxton thinks it is fairly valued at 100 mil now, even though we booked it as less than ten mil in revenue when we took it in and carry it on our books for about that. So that’s why I say we’re ‘e-com squared’. And, of course, we don’t pay any taxes on the appreciation of the stocks in the portfolio until we sell them.” “I get it,” says Tom Chen. “Do you have a slide on this?” “No,” says Donna. “We’re not allowed to project equity values. However, there are numbers in the prospectus for the value of the portfolio at the end of the first quarter. And I believe Braxton has some projections of future valuations. Do you want me to have him send them to you?” “I’ll talk to him,” says Tom Chen. “Go ahead.”
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Chen interrupts next as Larry describes his own background as a security consultant. “I understand that you have a unique understanding of the security market…” he begins. Larry looks him in the eye. He has practiced for this question and has answered it before. “Yes, I do,” he says. “It’s well-known and fully-disclosed in the prospectus that, near the beginning of my career, I indulged in an extremely stupid prank. I thought it was clever at the time. Since I didn’t intend to misuse the information I was able to obtain from the banks despite the security measures they had in effect., I didn’t think there were really any ‘victims’ of my prank; but there were. I confessed to this. I was sentenced to serve time in prison. I served that time; and I learned my lesson. I thought I’d have a hard time finding work once I was released. To my surprise, I had a number of offers to put my hacking skill to work as a security consultant — some from the very banks whose systems I had penetrated. I began a consulting business. “Meanwhile, the World Wide Web and e-commerce created a much broader field for hackers and a much greater market for my services. I founded hackoff.com to create and market software that protects e-commerce sites, not only from the kind of simple attack I made in my youth, but from a whole range of threats that now exist. I’m proud to say that my customers — hackoff’s customers — have not had the problems with hackers that have plagued other e-commerce sites — which have even destroyed some sites and businesses. “We are at a critical crossroads in e-commerce where greater consumer acceptance is needed if we’re to begin serving not only the technically adept but cross the chasm to serve the rest of the people who are or soon will be online. Hackoff and the hackmenot logo are a key part of keeping these new users safe — and making them FEEL safe. “Although I’ll always regret the mistake I made, it did give me a unique insight into security ... and insecurity. Breaches affect not only those whose security has been compromised, but all those whose security might potentially be compromised. We have built hackoff to make users feel secure and to make e-commerce successful.” “Let’s go on,” says Tom Chen. Larry finishes his slides; he passes the book to Donna who reviews the company’s past financial history; its balance sheet, and its plans for the money to be raised in the IPO. “Any questions?” asks Larry. “What sort of things will you announce after you’re public?” asks John Signal, participating for the first time. Larry answers: “Well, of course, we’ll announce new major contracts; we’ll announce earnings; we’ll announce new patents when they’re granted; strategic relationships; new products as well as our earnings And other scheduled announcements.” “Any idea on timing?” “Timing?I don’t understand,” says Larry..”
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“Any specific times when you’ll be making specific announcements?” “I don’t know,” says Larry. “We don’t announce things until they happen and we don’t always know when they’ll happen.” “But you have a good pipeline of things to announce?” “Yes, of course,” says Larry, still looking puzzled. “And when is your first earnings announcement?” “We will announce second quarter results before the end of July,” says Donna. “And what kind of announcement will that be?” Donna laughs. “If I told you, I’d have to shoot you and I don’t want to do that because I want you to buy our stock and tuck it away in your fund.” “I have to go,” says Tom Chen, rising. Everyone shakes hands and they leave the room quickly so the next pitch can begin and they can make up time on their busy schedules. # By the time they get to the airport, everybody is elated. The feedback on the cell phone from the Barcourt salesman on the Semper account couldn’t be better: “Tom Chen loves the story. He loves Larry. He loves Donna. He wants a million shares, he loves us so much. I told you I had him prepared to eat out of your hand.” “He’s the first guy who understood ‘e-com squared’,” says Larry. “That must’ve been it. Did he say anything about that part of the pitch?” The salesman can’t remember him mentioning that. “I sure hope Braxton keeps his deal and follows up with ‘e-com cubed’,” says Larry. “He’ll want three million shares then.” “Of course, he can’t have a million shares and he knows that,” Gustav explains. “It’s all part of the game. It’s like bridge. We’ll give him a bigger allocation because he asked for a million than we would if he’d asked for 500 thousand. He’ll complain about how small his allocation is, but he’ll buy in the aftermarket, and might well end up with a position of around a million shares. Not only that; people watch him. When they see the stock in Semper Internet Fund, they’ll buy, too. SIF is hot, hot, hot.” It’s still pouring, but the limo drives onto the tarmac next to the chartered BeechJet waiting to take them to Fort Worth. The crew and the limo driver huddle over the passengers with umbrellas as they climb the short airstair into the plane. Luggage, too, is handled without the roadshow crew having to get wet or even bend over — they just have to point out which bags they want in the cabin and which can go in the baggage compartment. At twenty-six, the plane is Rachel’s age, but looks younger. The cabin has recently been refurbished; phones and a GPS display to show where they are en route have been added. The upholstery is modern and there’s a DVD player. On the left side there are large individual leather seats; on the right is a comfortable couch in the same leather.
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The single seats swivel towards the center so that Larry and Donna, who are sitting in them, can face Gustav and Rachel on the couch. There’s a tiny galley where the copilot prepares adequate meals. Liquor’s been preloaded to the tastes of the passengers and there are always fresh jumbo shrimp, crackers, fruits, and good cheeses. The seats have foldout trays and a clever mechanism brings up a polished wood table from under the front of the couch. No one tells them that any of this has to be stowed for takeoff although they are asked, politely, to fasten their seatbelts. Because of the driving rain, takeoff from Logan is delayed; the roadshow team has a slight buzz before they leave the ground. Larry and Donna have told the bankers about the questions John Signal asked at the end of the pitch. “What was all that about?” Larry asks. “Why was he focusing on announcements?” “He’s looking for his out,” says Gustav. “He wants to know how long he is going to have to wait to flip the stock. Son of a bitch Signal does that too often. He buys almost everything and then he’s out of ninety-five percent of it after the first good announcement or positive press release. He can be pretty sure that your first announcement after the quiet period ends isn’t going to be negative but he was trying to check.” “So we shouldn’t give him any kind of allocations,” says Donna. “Unfortunately, it is not so simple,” says Gustav. “Semper has its own trading desk. When they order, we don’t know whether it’s for Tom Chen or John Signal or for one of their other funds. Sometimes one fund is buying when another one’s selling. Our desk tries to psych out their desk and, of course, the traders tell each other things. But they lie, too. So you don’t know if what they told you is the real thing or just what they want you to think.” “But the salesman said Tom Chen was asking for a million shares,” objects Donna. “You believe a salesman?” says Larry reasserting his cynicism. “We can believe that Semper is asking for a million shares,” says Gustav seriously. “But Larry is right; we don’t really know whether it’s for SIF or for John Signal’s fund or whatever. And we won’t know whom they’re buying for when they buy in the aftermarket. After each quarter, the individual funds have to report their quarter-end holdings so we’ll have a good idea after the fact what happened during the quarter, but not while it’s happening. Still, a million shares is a great order; you guys are on a roll. Word of this will get around the Barcourt sales force and we’ll make sure the other members of the syndicate get the word out to the field as well. This is great. Salud!” They refill their drinks. The plane is cleared for takeoff and turns onto the huge runway, taxis briefly, and climbs at a very steep angle. The wet green, red, and white lights of the airport and a glimpse of downtown Boston quickly disappear as they enter the low clouds. Somewhere over the ocean they make a sharp turn towards Texas, soon break out on top, and are greeted by a sky that appears to be full of dollar signs.
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The steaks everybody except Rachel ordered are very good; she’s a vegetarian and says her steamed turbot is also good although she’s not quite sure what’s in the sauce. The wine is excellent, thanks to Gustav, who brought it from his ersatz cellar. The first thing he wants, he says, when he buys a house out of the City is a wine cellar and a cigar room with separate ventilation. His wife is also a banker with a different firm. They met at Columbia Business School, he says. They will have children soon and that’s when they’ll need the house in the suburbs. For now, the City is great. Rachel went to Columbia Business School also, she says. Gustav was a few years ahead of her so they didn’t know each other there but they had all the same professors and know all the same people now. She is Jewish and lives with a guy who’s Muslim. Not that either of them are practicing, but these are cultures as much as religions and that sometimes makes things difficult. Especially with parents. Neither of their parents are willing to meet the significant other. “Not a bad deal,” says Larry. “I could’ve done without my in-laws, especially my father-in-law. My wife is the world’s last genuine JewishAmerican Princess. Never worked a day for pay in her life. Her dad owned a hardware store in the five towns on Long Island before they were really settled; then he owned five hardware stores in the five towns. Then he owned hardware stores all over Long Island. Had a mild heart attack just before Home Depot was invented. Best thing that ever happened to him. Sold all those stores and all that downtown real estate just before they lost value. “He thought I was just what his princess needed to keep her in the style she was accustomed to or better; Harvard B-School and everything. And he always assumed I was Jewish — really, I’m a half-breed. But when I went to prison — shit, that was it — the end of the world. He wanted Louise out of the marriage right now. Had the lawyer all lined up for the divorce. But, funny thing, she stuck with me. Returned the lawyer and bought another fur with what she got back on the retainer. Visited me almost every week. Had a big party at the Plaza when I got out and made them tie yellow ribbons around the pillars in The Palm Court.” “That’s romantic,” says Rachel. She’s a little flushed, probably from the wine. “Ahmed’s not romantic; Arabs aren’t.” “They used to be,” says Larry. “What about Sinbad? What about the Sheiks of Araby? What about all those characters Rudolph Valentino used to play? And the guy that married Rita Hayworth — the Ali Khan — I think. You may just have the wrong guy. Or maybe the world changed.” “What does your husband do?” Gustav asks Donna. “He’s an attorney.” “What kind of attorney? What firm is he with?” “He’s a partner at Grant and Gilding. He’s the kind of lawyer that does class action suits against companies that have IPOs.” There is a weighty silence. No one wants to talk about that.
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“Don’t worry,” says Donna. “He wouldn’t be able to take a case against us; conflict of interest. He’d have to leave it to someone else in the firm and he’s the best, so we’d only have a second-string lawyer representing the poor aggrieved investors.” Still no one wants to talk about that. Gustav gets everyone’s permission to play a DVD of the Sopranos he’s brought aboard for quiet minutes. They watch well-dressed New Jersey gangsters throw obscenities, occasional fists, and occasional bullets at each other as they (the roadshow team, not the gangsters) fly over Pennsylvania. Donna may be asleep. And she may not be. # By protocol, Larry and Donna check in first when they arrive in the enormous atrium of that night’s hotel in Fort Worth. Rooms have been reserved for them on an executive floor near the top. They say good night to Gustav and Rachel, who are still in the process of checking into their non-executive rooms, and head for the elevator. On the way up, Donna reaches down and rubs Larry’s balls through his pin-striped pants. Not only is this very amusing to the patrons of the third floor bar, which the glass-side elevator is rising through, but it is also intensely interesting to the bored security guard at the video camera who immediately secures the loop of tape containing the rub. It is destined for fifteen minutes of fame on an Internet site where security guards post such happenings for their own amusement. The elevator stops at Donna’s floor first but she doesn’t get off. The security guard is amused but not surprised. She gets off before Larry at his floor and gives him another rub as she brushes past him. “Coming along nicely,” she observes. “To what do I owe this honor?” asks Larry. “You were great at Semper. Made me wet just listening to you,” she says as she pushes closed the door to his room and locks the safety latch. Larry drops his bags and carefully hangs his roadshow jacket on the highly-polished wooden coat tree. He kicks off his shoes, gets himself a Scotch and Donna a vodka from the mini-bar. She folds her jacket carefully and drapes it over the back of a chair before taking the drink. “You have the hots for that twat from Barcourt?” she asks. “What?” “Do you have the hots for what’s-her-name — Rachel?” asks Donna. “What? Why? ...And what do you care?” Donna is sitting in a small armchair; Larry at the end of a two-seater couch at right angles to the armchair. They put their drinks on a glass coffee table in the angle formed by the chair and the couch heaped with magazines; the top one has a picture of the hotel chain’s CEO on the cover.
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Donna smiles. “You never talk about being in jail. At Semper, you had to say what you said and you were great.” She smiles. “ But you told the story when you didn’t have to, on the plane, and you actually talked about jail. That was for Rachel. The bigger her eyes got, the more that you talked. The more you talked, the bigger her eyes got.” Donna’s smile changes; her eyes cold green. “Look, I’m not gonna screw the help on the roadshow,” says Larry. “Might blow what little brains she has. But why do you care? How’s your husband?” “I don’t care,” says Donna. “I don’t care who you screw, but I do care if you screw up the roadshow. We’ve come too far for you to fuck all this up because you’ve got the hots for some twat with big eyes. You asked me in Geneva if this was really going to happen and I said ‘Probably, yes, unless something goes wrong’. I don’t want you to be the something that goes wrong.” “So what are you doing rubbing my balls and coming to my room?” asks Larry. “We said we weren’t going to screw around when you took the job. You said that and I agreed. What are you doing here?” “I never do anything I don’t want to do,” says Donna. “Never.” She rises and walks around the coffee table to the other side of the couch and sits next to Larry. “I’m here to take care of my CEO.” “Which is it?” asks Larry. “Are you doing what you want to do or taking care of your CEO?” “Do you care?” asks Donna. She rubs the inside of his thigh, slowly, still sipping her drink. “Yeah, I do.” “You do what?” asks Donna. “I do care. I do care why you do what you do. I don’t like surprises and you’re surprising me…” “Surprise!” she says as she unzips his fly expertly with one hand. A bulge of white underwear pushes out of the breach on cue. “I think you like surprises.” “No, I DON’T,” he says with emphasis. He tries to push her away with his elbow and connects with her left breast. She leans forward towards the bulge of underwear which grows obligingly towards her and rubs her breast on his arm. “We both know we’re here for the money and not for fun and games,” he says. “Don’t be so hard,” she smiles, then: “Actually, I like you hard.” She disengages his cock from his underpants and then tongues the first leaking drop from the tip. “Okay,” says Larry. “Okay.” He undoes his belt; then slides his right hand up the back of her blouse and tries to disengage her bra. She pulls her mouth back so she can talk. “It hooks in front, Lar. Some things have changed since graduate school.”
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He gently pushes her head back down into his lap. “Your mouth hasn’t,” he says, but he is talking very softly now. He presses her breasts with his forearm as he reaches under her chest to unbutton the blouse and unhook the bra. She straightens up just long enough to shrug off both blouse and the bra and to push her shoulders back for a second as if her newly liberated breasts need a stretch. They are larger and more sloped than in graduate school but still firm; her nipples, which always were large, have grown. She leans back down. Larry pushes her off gently, stands up and slips off his pants; he has a moment’s difficulty with his jockey shorts because his erection is protruding from the fly but manages to back it out. He still has his shirt on and his tie and socks. Donna steps out of her skirt. “I thought only kids wear thongs,” says Larry softly. “Since Monica, we all do,” says Donna. “Got a cigar, Bill?” “I’ve got better,” says Larry, turning her around and bending her over the couch after he pushes the coffee table back with some difficulty. “I like these,” he says about the thong, as he realizes he can enter her cunt from behind even while she’s wearing it. “Just for the record, this is sex and I know what ‘is’ means.” “Shut up, Larry.” After, Donna puts on the robe from the closet and Larry pulls his jockey shorts back on. They finish their drinks without talking. “Go to your room, Donna,” says Larry gently. It is an old joke from their graduate school dorm. When she doesn’t move, he adds: “I’ve got to call Louise.” “I don’t care,” she says. “Call.” “I do,” he says. She dresses, picks up her bags, and leaves. “Good job today, Lar,” she says. “Watch where you put your pecker, though.” # Gustav and Rachel don’t go straight to their non-executive rooms after checking in; they stop in the hanging bar on the third floor of the atrium for a drink. “He’s something,” says Rachel about Larry. “Ja, he’s a piece of work,” agrees Gustav. “He acts like he’s proud of having gone to prison.” “I don’t think he is,” says Rachel. “But he can’t put it behind him; he has to be able to talk about it the way he did at Semper. It’s part of the company’s story. But it must be painful. The part about his wife and the yellow ribbons at the Plaza was almost romantic.” “I don’t think he’s romantic,” says Gustav stolidly.
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“Are you?” “Am I what?” Gustav asks. “Are you romantic? Are you and your wife lovers or are you, you know, just married?” “I suppose we are romantic,” says Gustav. “I think so.” “Ahmed’s not romantic,” Rachel says. “He’s very handsome and he treats me very well and he never forgets a birthday or an anniversary but he’s not romantic. I don’t know if I care or not but he’s not romantic. He’ll expect me to call him tonight. If I don’t call, he’ll be upset because I’m supposed to call; but I don’t know if he really cares. About talking to me, I mean. I’m just supposed to call. Maybe I won’t.” She orders another drink. Gustav doesn’t. “Will you call me in my room if there are any changes in tomorrow’s schedule?” asks Gustav. “I’m having trouble with my modem and I don’t know if I’m going to be able to get online and get my email. Just in case, will you call me?” “Do you want to come to my room and get your email on my computer?” asks Rachel. “I know how important it is to you to get your email.” “Uh … thank you but no. I don’t think so,” says Gustav. “Thank you, anyway, though.” Rachel isangry. “That’s absurd. If I were a guy you’d go in a minute; you’d never pass up a chance to get your email. Are you afraid I’m trying to seduce you?” “No! No, of course not. It’s just that … I mean, I really don’t need to see my email that much. Maybe my modem will work this time. Thank you, but … uh … I think not.” “Maybe I AM trying to seduce you,” says Rachel. She puts her hand roughly over his on the cocktail table. “Do you want to come up to my room?” she asks, looking him in the eye. “You’re tired, Rachel,” says Gustav. “This is a tough trip. Get some sleep and let me know if there are any changes to the schedule in case I can’t get online.” He signs the check, hefts his bags, and goes to his room. Rachel leaves soon afterwards. She doesn’t call Ahmed. In the morning, taking advantage of the time difference between Texas and New York, Gustav calls his boss, Harvey Maklin, at Barcourt in New York. “Sounds like Semper went great,” says Harvey. “Congratulations.” “Ja,” says Gustav, “it did, thanks. But that is not why I am calling you.” “What’s up?” asks Harvey. “I have a problem. I THINK I have a problem, with Rachel.” “Oh, no,” says Harvey. “Am I about to get a sexual harassment complaint from her about you, too?” “Me, too?” says Gustav. “No, no; it’s the other way around. I think she may have propositioned me.” “You think?” asks Harvey. “You don’t know if you’ve been propositioned?”
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“I’m not sure,” says Gustav. “See, my modem is not working and she offered to let me go to her room to get my email. I thought that wasn’t a good idea so I said ‘no.’ Then she got mad and said I was a chauvinist and that I thought she was trying to seduce me. Then she said maybe she was trying to seduce me and she touched me…” “Oh, God,” says Harvey. “I really don’t want to get into this. Touched you where?” “My hand. Just my hand,” says Gustav quickly. “Thank God,” says Harvey. “Look, women touch hands all the time. We can’t do that, but they can, so that’s not so bad. But the discussion — maybe that’s a problem. If she’s mad, she still might accuse you of harassment, too.” “Who else did she accuse of harassment?” asks Gustav. “You wouldn’t believe it if I told you and I’m not going to. In fact, I never mentioned it to you. Look, if I were you, I’d write a memo to file just in case. You can never be too careful.” “I’ll do that,” says Gustav. After hanging up, Harvey writes a memo to file about the call. He leaves out telling Gustav about Rachel’s other complaint. Gustav also writes a memo to file. He scrupulously documents Harvey telling him about Rachel’s other complaint.
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Chapter 4 - The IPO, June 29-30, 1999
Larry and Donna have made the last pitches of the hackoff roadshow in New York today, including a lunch for about ten small funds at the Jockey Club. Gustav was with them as he had been on the entire trip for the last day in New York. Harvey Maklin, himself, replaced Rachel on the bankers’ team and introduced Larry and Donna at each account and at lunch. Chief trader Sam Gutfreund has joined this group in a Barcourt & Brotherson conference room at the World Financial Center. “The book is a little lighter than we’d like to see,” says Gutfreund. “There’s only about three-point-five times coverage.” He means that there are orders for about seventeen-point-five million shares. Hackoff is selling five million. “It’s been a lousy two weeks in the market,” says Larry. “That doesn’t have a fucking thing to do with the company and you know it.” “Look,” says Harvey. “You guys did a great job. Everybody did a great job. The market did turn against us a little and the book isn’t quite what we want to see. That’s no one’s fault, but it is a fact.” “John Braxton didn’t do a great job,” says Larry. “We didn’t get the support from him that both of you promised. ‘Trust me’ you both said, and I did and you didn’t come through.” “What do you mean?” asks Harvey. “John has been taking calls from the funds; he’s been in sell mode; he’s even reached out proactively to some of the buy-side analysts to explain the numbers and the story.” “He hasn’t been telling the ‘e-com cubed’ story,” says Larry. “You convinced me to stop at ‘e-com squared’ and John was going to take it the rest of the way to ‘e-com cubed’ and he didn’t. That’s what we needed to make this a blow-out. That’s what you said you’d do. And you didn’t. THAT’S why the book is light. Now you want us to pay for that.” “’E-com cubed’...” Harvey says slowly. “You don’t even fucking remember it!” Larry is almost screaming. Donna looks down at her fingernails. “Yes ... yes … ‘e-com cubed’. Of course I remember,” says Harvey unconvincingly. “Of course, I remember. And, of course, John did try that. But, for some reason, Larry, it didn’t hunt,” he says, gathering speed. “He tried. We all thought it was good a way to put the pitch, but sometimes things we think’ll work just don’t resonate with—” “They don’t fucking resonate if you don’t fucking say them,” says Larry. “I could’ve sold ‘cubed’, but you guys told me to stick with ‘squared’, that you’d
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do the rest. And you didn’t. Now we have a ‘light’ book and you want the company to pay for that.” “The book’s not all that light,” says Donna. “We’ve got a million share order from Semper.” “Looked at another way,” says Gutfreund, “a million shares comes from this one order and they certainly don’t expect to get a million. If we gave them close to this they would consider the IPO a bust. The rest of the book is even lighter if you take the Semper order out. And, frankly, I would have thought we’d have gotten more interest after word of that one got out. I…” “You what?” Larry interrupts. “Why do you think we didn’t get more orders? What did you hear?” “The market was weak,” interjects Harvey. “We know that. We—” “Let Sam finish,” Larry growls. “He was about to say something else. Sam, what did you hear?” “I heard that some funds were nervous about your background,” says Sam Gutfreund, trader and expert poker player. He looks Larry in the eye without flinching. “My ‘background’ MADE this company,” says Larry softly but with steady and angry emphasis. “Not an issue, Lar, not an issue,” says Harvey, executive and diplomat. “You guys did a great job. You have a great company. The book is what the book is. Now we have to price the deal and get it done.” The company said in its preliminary prospectus that the offer would be priced between twelve and eighteen dollars. Now all orders for initial allocations of stock are in and the actual price per share to investors must be set. “What is Barcourt recommending?” asks Donna. When Harvey hesitates, Gutfreund jumps in: “Fourteen dollars, and I’m not even sure about that.” “Fucking fourteen dollars?!” Larry explodes. “FUCKING FOURTEEN DOLLARS? Are you out of your minds? You’re just trying to create a great runup for your buddies at the funds by under-pricing. Now I understand; you don’t give a fuck about hackoff. This is just one deal for you. But you deal with Semper and the rest every day and you don’t mind getting a little less commission and screwing hackoff so long as Semper and all the other funds are happy. No fucking way…” “Larry…” starts Harvey. “Which part of ‘no fucking way’ don’t you understand?” “What happens if we price it higher?” asks Donna, calm but not smiling. “Won’t you be able to sell the issue?” “We don’t recommend it,” says Gutfreund. “Yeah, we’d probably sell the issue, but some of the orders are soft and might back out at a higher price. Then, the big problem is that there might not be enough upside to keep people buying. The stock might not move up or might even move down on opening day. That would be a shitty start; maybe even a busted IPO.”
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“It’s a pretty shitty start to be below the midpoint of the range,” says Larry. “What kind of signal is that?” “We don’t think that’s a problem,” says Harvey. “Everyone knows the market’s been weak the last couple of weeks. It just shows that we’re pricing rationally.” “It just shows that you’re pricing to help your buddies at the funds,” says Larry. “Look,” Donna says. “Why don’t you Barcourt guys clear out of the room for a while? We need to consult with the Pricing Committee of our Board.” Larry looks like he is going to say something but doesn’t. He stares at the bankers without expression as they leave the room. “Fucking crooks. Do you think the room is bugged? Fuck you guys if you’re listening,” he says to the light fixture. It takes a few minutes to get the Board on the phone. Joseph Windaw and Joanne Ankers, along with Larry, are the formal Pricing Committee, but Franklin Adams has asked to be included on the call if available which he is. Donna is in the room, of course; and the Chief Counsel, Aaron Smyth, is on the phone taking notes for minutes. Larry angrily but briefly and completely explains Barcourt’s recommendation of fourteen dollars. “What are you recommending, Larry?” Joseph Windaw asks. “Tell them to go fuck themselves. The price is eighteen dollars.” “That won’t work,” says Windaw. “The market is weak. The book is light. That’s irrational pricing. They won’t do it because the market will know its irrational. Remember, the funds can tell what the cover was by the number of shares they get. If they get anything NEAR what they asked for—” “Okay, seventeen,” says Larry. “I’m a reasonable guy.” “Still too high,” says Windaw. “Look, Larry, Donna — you guys did a great job. Getting the book as high as it is in this market is an accomplishment. Fourteen isn’t bad; the company will get over sixty-five million net and even more if they exercise the shoe’ Let’s go with it. If we have a good runup, the funds are happy…” “Why do we care if the fucking funds are happy?” asks Larry. “Barcourt cares but we don’t.” “We do, Lar,” says Donna. “We DO care if the funds are happy. We want Tommy Chen to be a hero and a happy little boy. We want him to buy more hackoff stock. Then it goes up. Then we do a secondary and sell more stock at a much higher price and we can even sell some ourselves then and take some money off the table. We DO want them to be happy.” “Why don’t we come back to them at sixteen dollars?” asks Joanne Ankers. “That’s reasonable and we can hear what they have to say. We can always back off that if they don’t agree.” “I’m not backing off anything,” says Larry. “When I give these guys our price I’m not coming down. So I’ll tell them sixteen or no deal and I’ll mean it.” “You can’t back out after coming so far,” says Joanne. “You can’t.”
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“Just watch me! I’m asking the Committee for authorization to take a firm position at sixteen dollars per share.” “We can always back off that,” Joanne says . “No,” says Donna. “No. Larry means firm and he’ll be out of the building if he doesn’t get it.” There is a silence. “Larry,” says Joseph gently. “We don’t think you should take that hard a stance. I know how you feel, but we’ve got to move forward. If the bankers don’t like the price, it gives them an excuse not to do a good job supporting the stock in the aftermarket.” “Are you worried about your banker buddies, too?” says Larry. “I thought you were tough enough to say ‘no’ to them. It’s good for them to hear that.” “I have no ‘buddies’,” answers Joseph. “I’m in it for the money same as you all should be.” “I’ll quit before I say ‘yes’ to fourteen dollars,” says Larry. “And there’s no IPO if I quit.” After another silence Donna says: “If the committee doesn’t mind my butting in, I’d suggest Larry be authorized to take an absolutely firm stand at fifteen dollars. I think we’ll probably get it. It’s the midpoint of the range.” “I don’t like risking everything for one roll of the dice,” says Joanne. “It’s less than five million difference to the company if we go at fourteen instead of fifteen.” NO BALLS, Larry writes on a note to Donna. “I’ll support fifteen dollars,” says Joseph. “I’m not sure we have to go to the mat, but I’ll take Donna’s word for it.” “Okay,” says Joanne. “I don’t like doing business this way but we’re all tired. Good luck. I assume you’ll offer sixteen and the agree to fifteen as a bottom line.” “No,” Larry answers. “You assume wrong. I’m not backing down again. Since the committee doesn’t have the balls to go for sixteen, I’m telling Barcourt it’s fifteen dollars: take it or leave it.” “I don’t advise that,” says Joanne. “But you guys are there. Good luck.” When the bankers come back in the room, Larry says: “My board hates the price. It ought to be seventeen dollars. But we think you guys’ll screw up the deal at that price and won’t support us in the aftermarket. But we’re not going below fifteen.” “We advise fourteen,” says Gutfreund when Maklin is slow to respond. “Larry has board authorization to walk at less than fifteen,” says Donna. ###
hackoff.com Prices 5.00 M Share IPO At $15.00/Share
DOW JONES NEWSWIRES June 29, 1999 5:33 p.m.
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NEW YORK – hackoff.com Inc. (HOFC) priced its 5.00 million share initial public offering at $15.00 a share, in the middle of the offering's anticipated price range, Barcourt & Brotherson said on Tuesday. The offering's gross spread was $1.05, management fee was 17 cents, underwriting fee was 17 cents and selling concession was 61 cents. Reallowance was a dime. The offering's settlement date is Monday, July 5. hackoff.com, Inc. licenses antivirus software to e-commerce websites. The company was founded in 1993. The company has said it plans to use the offering's proceeds to fund capital purchases, finance increased sales and marketing efforts, to repay debt under its current line of credit, and for other general corporate purposes. First Canada Bank Corp and Web & Stinger were also listed as underwriters for the offering. —By James Hoodar, Dow Jones Newswires; 201-555-7002
### It is Wednesday morning, June 30, the day hackoff.com opens for trading. Larry Lazard is with Harvey Maklin and Sam Gutfreund at the Barcourt offices in the World Financial Center. There is no trace of the previous evening’s hostility. “I’ll leave you with Sam,” Harvey says. “He can walk you through the plan for the opening and also take you up to the trading floor if you’d like. It looks good. Good luck.” “Thanks,” says Larry. “So,” says Sam, “we have a pretty good book of orders for the open. I think we’ll open about 9:45 when things stabilize a little and it looks right now that we’ll be opening at seventeen or eighteen.” “Why seventeen or eighteen? Why not sixteen or, better, nineteen?” “It’s more art than science,” explains Sam. “We try to pick an opening point with as many bids below as there are asks above; that way we sort of balance the buyers and sellers. We also try to pick a place where there are lots of orders we can immediately match. There are lots of people right now who will buy in the sixteen to seventeen range; there are shares for sale in this range.” “Who are the bastards who’re selling already?” asks Larry. “They’ve got to be the same people who were just begging us for stock last night.” “It takes buyers AND sellers to make a market,” says Sam. “Don’t take it personally. They bought at fifteen. They haven’t taken delivery or paid for the stock yet. And they’ll have a locked in two or three dollar profit on money they haven’t even spent. That’s not all bad. There is such a thing as a busted IPO,
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even these days. There are stocks that are lower at the end of opening day than at the beginning. Some people even think that some day this market will crash. And these guys get to bank their profits before they begin.” “They’re parasites,” says Larry, but he is smiling. Larry and Sam pour themselves some coffee from a silver pot in the plush conference room. Across from the east-facing room, the rectangular bulk of one of the twin towers of the World Trade Center blocks the morning sun but is surrounded by brilliant blue sky. Just after 9:30 Sam leads Larry up a couple of flights of stairs to the trading floor. This whole floor of the building is separated by low partitions into several large areas filled by traders at consoles. Each console has four or five wide computer screens stacked in various configurations. The traders’ heads are usually centered between all the screens and they turn quickly from one to the other to track the ebb and flow of the market. Sometimes a trader — usually a young man, sometimes a young woman, rarely over thirty — will lean into one screen to focus on a single event or datum. Most traders have a Bloomberg terminal as one of their screens. The traders hands fly over multiple keyboards and computer mice as if they were playing online games — they never look at their fingers. The traders usually buzz, but sometimes yell from station to station. They also have some phones that permanently connect them to shadow counterparts somewhere else and other phones with rapid-dial buttons for less frequent connections. They never look out the window; they rarely look up, except at the large screens on the wall, which display still more numbers. One shows the current market averages in New York and a few peripheral cities around the world. One is playing CNBC, another CNNfn. Sam introduces Larry to Raphael, a trader whose console and chair are on a raised dais. “Raphael is going to open hackoff. He’ll manage the trading, at least for today. He’ll keep things as orderly as he can. The open is a very special skill since orders are all over the lot. No one does it better than Raphael.” “Let’s take the stock up all day,” says Larry to Raphael. “Won’t happen,” grunts Raphael. He has hardly looked up from his screens for the CEO introduction. “What does that mean?” asks Larry, alarmed. “Do you see something bad? Does he see something bad?” Larry asks Sam when Raphael doesn’t answer. “No. Looks fine, I think,” Sam says peering in at the screens. “He just means nothing goes straight up. It’ll go up; it’ll go down. And we hope it’s up a lot at the end of the day. That’s the way it is.” “I’m gonna open now at nineteen,” says Raphael to Sam. Larry starts to ask why the price has been revised up but is drowned out. Raphael stands to shout to the floor. “Opening hackoff at nineteen!” Heads turn; fingers fly; phone calls are made; and trading of the public shares of hackoff.com has begun.
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“Taking hackoff up to nineteen-and-a-half!” shouts Raphael. Soon 20, 201/2, 21, 211/4, then 201/2 again. Almost a million shares trade in the first half-hour. “Why is it going down?” Larry asks anxiously. “More sellers than buyers,” says Sam. “Why?” asks Larry. “What’s wrong? Why are they selling?” “They’re traders. They trade. That’s what they do. A minute ago they were buying; now some are selling; then they’ll buy again.” “Why is Raphael taking the price up and down?” asks Larry, still anxious. “Why doesn’t the stock just trade and the market’ll determine the price?” “That’s what will happen,” says Sam. “On a normal day, we will just monitor the trading and maybe step in if things get disorderly. But on opening day the stock is still trying to find its price and we have to help it get started. That’s what Raphael does. He’s like a tug getting the stock out of the harbor and off to sea. Can I show you any other parts of the trading area?” “No,” says Larry. “No, thanks. I just wanted to see it open. I’m going back to the office now.” Sam shakes hands with Larry at the elevator. “Good luck.” From the ground floor of the World Financial Center, Larry walks east on the enclosed sky bridge over West Street to the concourse of the World Trade Center. In the concourse, the stock ticker of a retail brokerage shop says:
3000s HOFC 22 ½
Meaning that three thousand shares of hackoff.com have just traded at $22.50. Next:
HOFC 23
A 100 share lot has traded at $23. Every tenth trade or so is hackoff as is usual with the first day of trading. Larry watches, fascinated, as the stock walks up to 23 ½, 24 ¼, and 25. He tears himself away when it trades back down to 24 ¼. Larry goes into the cigar store in the concourse and buys himself a large torpedo-shaped Balmoral with a dark Sumatra wrapper and has the salesman cut it for him. He lights the cigar as he emerges into the bright sunlight onto Greenwich Street. His walk down to Wall Street and then East to Broad is interrupted several times by his need to watch each stock ticker he passes for as long as HOFC is going up; he only leaves on down ticks. At the last ticker before his office at 55 Broad Street, hackoff is at 26. ###
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The Chat Board
hackoff opens by: thewatcher02 (35/M/New Rochelle, NY) 06/30/99 9:50 am Msg: 1 of 15 hackoff’s opened at 19!
Re: hackoff opens by: ChorusLine (22/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 2 of 15
Posted as a reply to: Msg 1 by thewatcher02
06/30/99 9:51 am
No where to go but up!
Re: hackoff opens by: pooper Long-Term Sentiment: Sell Msg: 3 of 15
Posted as a reply to: Msg 2 by ChorusLine
06/30/99 9:52 am
The only thing going straight up is Al Gore for president
Hackoff by: Jumbo10 (43/M/New York, NY) Long-Term Sentiment: Strong Buy Msg: 4 of 15 06/30/99 9:53 am
hackoff.com might actually be a real company unlike most of the shit that’s coming out lately. They’ve been in business for years and they actually get real revenue from some of their customers. Not profitable yet, of course, but there’s something to look at besides how many hits their website gets. I see their hackmenot logo on more and more sites. The ones that dont pay them cash give them stock so theres e-commerce upside too. It’s really a b2b play. The CEO knows a lot about the Internet security market. Back in the early 90s he was responsible for a hack called Gotcha – stole a lot of credit card numbers from banks. He
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confessed — must have been close to getting caught — and went to jail. But when he got out he started hackoff and its been growing ever since. Hes a crook, of coarse, like all CEOs but maybe he’s our crook. The CFO’s a babe; she used to model swim suits. But she’s supposed to have brains, not just tits. The CTO’s from Microsoft. That means he’s smart. Of course, sometimes the ones that leave Microsoft aren’t so smart. The sales guy is from CA and Symantec; they know how to sell. Of coarse Barcourt took them out and they’re a bunch of crook but so is everyone else on the street.
Re: hackoff opens by: scooper Long-Term Sentiment: Buy Msg: 5 of 15
Posted as a reply to: Msg 3 by pooper
06/30/99 9:54 am
pooper, you’re just as much an asshole as your buddy gore and this is not a political board
Re: hackoff by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 6 of 15
Posted as a reply to: Msg 4 by jumbo10
06/30/99 9:55 am
Jumbo you must be hacking off yourself thinking about donnas tits. jerkoff is a turkey company run by a lizard. Antihack has these assholes beet hollow.
Re: hackoff by: scooper Long-Term Sentiment: Buy Msg: 7 of 15
Posted as a reply to: Msg 6 by Alaska60-60
06/30/99 9:56 am
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alaska, you’re as much an asshole as your friend pooper and this is not the antihack board. why don’t you stay there where you belong so you can pump and dump that and not bother us here on this board Jerkoff down by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 8 of 15
06/30/99 10:01 am
the stock is in the crapper already. Its down to 20. Sell b4 it crashes
Re: Jerkoff down by: Jumbo10 (43/M/New York, NY) Long-Term Sentiment: Strong Buy Msg: 9 of 15
Posted as a reply to: Msg 8 by Alaska60-60
06/30/99 10:05 am
It priced at 15, opened at 19, and now is at 20, asshole. All these dips are is a chance for the marketmaker crooks to buy cheaper than we can. Try to buy at the last trade price and you’ll see you can’t do it. The mms have this well in control. But it looks like it’s a good company and it’s a buy in the 20s or even 30s.
Re: Jerkoff down by: PacPhil (22/M/New York, NY) Long-Term Sentiment: Strong Buy Msg: 10 of 15
Posted as a reply to: Msg 9 by jumbo10
06/30/99 10:07 am
Jumbo, you sound like you know your shit. I hope you’ll write more about hackoff. Where do you think the stock’ll be a year from now? How can an excon be a CEO? What does the street think?
Re: Jerkoff down by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 11 of 15
Posted as a reply to: Msg 9 by jumbo10
06/30/99 10:10 am
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Your an idiot or just getting reddy to dump your stock. Maybe you work for jerkoff. This turkey is headed noware but down and the lizard’ll take it there
Whats Happening by: CLess 06/30/99 10:15 am Msg: 12 of 15 Does anyone know what hackoff opened at??? Is a porno site a good investment?
Donna by: TestTost (32/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 13 of 15
6/30/99 10:15 am
Donna’s a babe. Did U know she was in the SI Swimsuit addition in 90 something???? She’s so hot!!!!
Re: hackoff opens by: ChorusLine (22/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 14 of 15
Posted as a reply to: Msg 2 by ChorusLine
06/30/99 10:16 am
Its bouncing up and down. What will the street think?
Stock Opened by: thewatcher02 (35/M/New Rochelle, NY) 06/30/99 10:30 am Msg: 15 of 15 hackoff’s up again. Its at 23
### Fifty-five Broad Street is a high-tech tower. Its owners tout it as the “digital sandbox”, the “original home of New York’s technology industry”. After tossing the butt of his cigar down a sewer grate, Larry takes the elevator up to
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the fourth floor offices of hackoff.com where there is a party going on in the conference room — pizza and champagne. CNBC is showing on a big monitor and there are cheers each time the HOFC symbol crosses the ticker at the bottom of the screen — louder, of course, when it ticks up than when it ticks down. One of the programmers makes a sweeping bow to Larry as he enters the room. Others imitate him and almost everyone cheers. “You did it, boss.” “I’m rich.” “More options.” “Shit, it’s down to twenty-four.” “What’s wrong?” “No, it’s going back up again.” Larry waits awhile then gets everyone to quiet down so he can speak. “Okay guys, we did it. Going public is the reward we all get for the long days, for all the nights at work. This is something we all did together; that’s why hackoff gives options to everyone. Everyone who contributed should be a winner and you are ALL winners. Today is a day to celebrate. But tomorrow we have to get back to work. Hackers already target us because we frustrate them. Now that we’re public we’ll be even more of a target. We worked hard to get where we are. But we can’t stand still. There’s more hard work ahead. That’s the only way to make sure the stock price keeps going up and that you earn more options. “We can’t watch the stock price all day or, for sure, it will stop going up,” Larrry adds, but he can’t resist noticing that it is at 261/2. “It’s going to go down as well as up and we can’t get obsessed by these short term movements.” On cue, the price falls back to 25 on a block of 100 thousand shares. Everyone groans and Larry loses the flow of his speech. “Lar,” says Dom Montain, the CTO, “at Microsoft we had a little applet that stayed on everybody’s screen all day with the latest trade. It saved everybody going to the Web all the time to check the price. Saves bandwidth, too; the data just rides along in heartbeat packets. Do you want that for here? I think I have the source code. Anyway, it’s easy.” “No, that’s dumb,” says Larry harshly. “We have to work; not watch the stock all day.” His vehemence staunches the happy buzz for a few minutes, but he smiles and the buzz resumes as the stock ticks back up. “Boss, we got you your special mushroom and pineapple pizza,” says a short administrative assistant in a very short leather skirt and tight black, hackoff t-shirt. They have saved a special pizza for Larry and he makes a show of eating it gratefully while he sips champagne and watches the ticker. “Hey, boss?” says one of the salesmen. “Yeah?” “How DO we get more options? When will hackoff be giving out some more?”
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“Don’t be greedy,” says Larry. The laughter from the crowd is dutiful but not enthusiastic. “And don’t be in too much of a hurry to cash out your options when the trading window opens.” “Yeah,” interrupts Dom. “The first people at Microsoft to cash out their options bought motorcycles; the next group bought Porsches, then Ferraris, then houses, then mansions. The SMART people held on and they’re wind surfing year-round or doing whatever the hell else they please…” “This isn’t Microsoft,” says Larry. “And none of this is to be taken as advice on what to do with your stock once the trading window opens,” says chief counsel Aaron Smyth, glancing pointedly at Dom. “Management never gives advice.” “Okay, people, back to work,” says Larry, smiling again as the stock rises to 27. He turns off the TV and goes back to his office. An hour later, the stock is at 19 and Larry, alone in his office, is clearly anxious and constantly checking the price. All over hackoff, people are checking the stock price and recalculating their net worth every ten minutes. The company’s LAN slows to a crawl under the burden of price queries to the slight annoyance of the few people who are trying to work and the great annoyance of those who need yet another quote. ###
Email, June 30, 1999
From: Sent: To: Subject: Kevin Wong [mailto:[email protected]] Wednesday, June 30, 1999 12:01 PM Dom Montain stock price applet
Looks like we need it:-}
From: Sent: To: Subject:
Dom Montain [mailto:[email protected]] Wednesday, June 30, 1999 12:04 PM Kevin Wong [mailto:[email protected]] RE: stock price applet
Doesn’t sound like Lar wants it:-{ Someday he’ll listen.
From:
Kevin Wong [mailto:[email protected]]
hackoff.com Sent: To: Subject:
© 2005 Tom Evslin Wednesday, June 30, 1999 Dom Montain hofc 12:06 PM
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Now its 18.
From: Sent: To: Subject:
Dom Montain [mailto:[email protected]] Wednesday, June 30, 1999 12:08 PM Kevin Wong RE: hofc
Watching won’t help. Lar’s right about that.
From: Sent: To: Subject: Lar:
Eve Gross [mailto:[email protected]] Wednesday, June 30, 1999 12:09 PM Larry Lazard CNN
They want to do an interview tonight about the IPO! Want to do it? Eve
From: Sent: To: Subject:
Larry Lazard [mailto:[email protected]] Wednesday, June 30, 1999 12:10 PM Eve Gross RE: CNN
Yeah! But check with Aaron what I can say and what I can’t. It’s still technically the quiet period.
From: Sent: To: Subject: Larry:
Aaron Smyth [mailto:[email protected]] Wednesday, June 30, 1999 12:20 PM Larry Lazard Privileged attorney-client communication
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I talked to the lawyers at Barcourt and they’re not happy about you doing anything on CNN in the quiet period. The SEC could get upset; could claim you’re hyping the stock. Aaron
From: Sent: To: Subject:
Larry Lazard [mailto:[email protected]] Wednesday, June 30, 1999 12:22 PM Aaron Smyth RE: Privileged attorney-client communication
What the fuck. When did they repeal the first amendment? I know I can’t hype the company. But I can quote from the prospectus and I can talk about the industry. I know what I’m doing. What happens if I do it and they don’t like it? Are they gonna undo the IPO? Stock keeps going down like it is, the IPO will undo itself.
From: Sent: To: Subject: Larry:
Aaron Smyth [mailto:[email protected]] Wednesday, June 30, 1999 12:23 PM Larry Lazard RE: RE: Privileged attorney-client communication
Can I come over and talk to you about it? Aaron
From: Sent: To: Subject: Come
Larry Lazard [mailto:[email protected]] Wednesday, June 30, 1999 12:23 PM Aaron Smyth RE: RE: RE: Privileged attorney-client communication
#
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“Larry, look, they’re not being unreasonable,” says Aaron a few minutes later. “You know what the rules are, but the press doesn’t have to follow them. They’re going to try to get you to say more than you’re supposed to. You might look stupid if you DON’T say anything; you’ll get in trouble if you DO. My advice is let it go. There’ll be another chance.” “The fucking trading desk is supposed to HELP the stock,” says Larry. “It’s falling like a rock. It’s at eighteen. They’re not doing their job and now they don’t want me to do mine. How’re people supposed to buy the stock if they’ve never heard of the company? Is there a law against doing it? Did we sign some fucking agreement that says I need permission from Barcourt lawyers before I shit?” “There’s a regulation against hyping the stock, especially in the quiet period,” says Aaron, still calm. “They get to see press releases during the quiet period but they don’t have a veto and this isn’t a press release. You can do it if you want. But it’s a risk…” “Life’s a risk. I could get killed crossing the street on the way to the interview. I’m gonna do it. Let them know.” “Do you want to discuss it with Donna?” “No. I don’t. She’s the CFO. She does the numbers. When I want advice about numbers, I’ll ask her. When I want advice about the law I ask you. You told me that there’s no law against it, but there’s a risk. I decided to take the risk. Just tell them I’m doing it… Stock’s back at nineteen now; that’s a little better. Wonder what the fuck is going on with it?” Larry is now talking to himself. “Okay, Larry, be careful. DON’T TRUST THE PRESS.” “Right. Thanks.” # When Larry gets to the television studio at 500 8th Avenue he finds that the marketing lady, Eve Gross, has been a little optimistic. It is not CNN itself but its little sister CNNfn that wants to interview him. A twenty-something producer with a pierced nostril leads him to the green room which is actually just an alcove off the makeup room with a dilapidated water cooler and a monitor showing the broadcast. Waiting to go on before Larry are an analyst from a brokerage firm with her PR lady and the current girlfriend of the publisher of a prominent men’s magazine with an entourage of two other women whose duties are not apparent. Larry watches the host, Robert Sanford, read the financial news off his TelePrompTer until he is called in for makeup. “We’re just going to powder your nose a little to take off the shine and then spray your hair to keep it in place,” says the makeup lady, shifting her gum to the other side of her mouth. But she is interrupted by a call on her cell
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phone and issues a substantial stream of “he goes...” and “she goes...” and “then I go…” before getting back to Larry. “I’d much rather do men,” she says to Larry. “Their makeup, I mean. They’re not so particular. Some women…” She gestures with her head to the girlfriend of the publisher. “Some women just make it impossible to get your job done, ya know?” “Yeah,” says Larry. “Okay, now don’t touch your hair. When you’re done, come on back here and I’ll give you some cold cream to get the powder off.” She’s back on the phone with more “he goes/she goes…” Larry turns up the monitor so he can hear the interview with the analyst. # Sanford: Analyst: What did you think of today’s IPOs? Well, Bob, it’s a pretty typical day. Three new companies out of the gate. One of them, haircolor.com, tripled before the close. Actually it was up four times in the afternoon but there was a little profit-taking at the end. There was the adult site which doubled to thirty dollars, and freesoftware.com had a little less interest than expected and is up a disappointing fifty percent. # Larry looks around desperately for the producer. Finally, he spots her. “They’ve got it wrong,” he says. "Hackoff.com’s not a porno site; it’s an e-commerce site.” “I know,” the producer says. “I do my homework.” “But the analyst Sanford is interviewing just said it’s a porno site. That’s go to be corrected; that’s wrong.” The producer is amused: “You can’t change what the analyst says,” she says. “Besides, her four minutes are up. She’s coming off the air. You’re up after the girlfriend.” “But does Sanford know? Is he going to introduce me as the CEO of a porno site?” “Sanford doesn’t know anything yet. During the next commercial, before you go on, he may read the briefing I gave him. Or he may not. You may get a second to talk to him before you go on the air. Or you may not. It all depends. No problem; it’ll be fine. I’ll be back to get you in a couple of minutes and lead you to your place.”
#
hackoff.com Sanford: Girlfriend: Sanford:
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Girlfriend:
Sanford:
Girlfriend:
Sanford: Girlfriend:
You and the publisher have both a business and a personal relationship, as I understand it. Yes. Yes we do. We also have a spiritual relationship. I don’t want to pry, but it seems to me a legitimate business question is: Do you think your relationship will last? The publisher has had lots of relationships... Bob, as I just explained, our relationship is special. It’s business; it’s personal; it’s spiritual. It will last. Well, because of the business dimension, it is important to our viewers. I mean otherwise it would be private. I mean isn’t fifty years a rather large age difference? Bob, I don’t think you get the spiritual dimension here. Age is just not important in the spiritual place that the publisher and I are at. It’s just so irrelevant. Thank you for being my guest on “Meet the Money”. Thank you, Bob. It’s been great to be here. #
“Okay, you’re up next,” the producer says to Larry. She leads him through a murky area, cautioning him to step over the cables. They pass the girlfriend who is swearing spiritually under her breath. Larry goes up on a dais in a chair next to Bob Sanford, who is fixing his hair and talking through his mike to someone who is talking back through the earphone in his ear. A guy in a Grateful Dead tshirt clips a mike to Larry’s tie, pushes the wire under his jacket, and gives Larry the box at the end of the wire to put in his jacket pocket. “Sixty seconds,” the producer says. “So,” says Sanford, still off the air, “you’re one of those dot.com billionaires. I hate you guys.” He doesn’t sound like he’s kidding. “Just a millionaire,” says Larry. “And that’s all on paper. It’s not real. I can’t sell my stock for at least six months. I…” “Yeah, you guys are always whining … all the way to the bank. I didn’t think porno sites went public.” “We’re not a porno site,” says Larry. “We’re an e-commerce site. The producer said you were briefed on all this…” “Five seconds,” the producer says. The red light illuminates on top of the camera facing Sanford which dollies in. He looks into the TelePrompTer to read the introduction. To viewers, it looks as if he has leaned towards them.
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# Sanford: Our next guest on “Meet the Money” is Larry Lazard, Chairman and CEO of hackoff.com, stock symbol HOFC. Although hackoff was not the most successful IPO of the day, it did double and leave Larry with plenty of money. Larry, welcome to “Meet the Money”. Thank you, uh ... Bob. It’s a pleasure to be here. Many people believe that hackoff.com is an “adult” site. You say it’s e-commerce. Is it both? No. hackoff.com has nothing to do with pornography. We’re an e-commerce business. We supply the software that keeps e-commerce sites safe from hackers who want to steal credit card information and do other bad things. We are making e-commerce secure. Do you think the people who bought your stock and made it double today did that thinking that hackoff is an adult site? Maybe they think that IS a good business. No. No; I don’t think that. I think people bought our stock because they think we have a good business and they want to share in that success. Do you think that people didn’t buy your stock because they don’t like your business plan? Actually, the haircolor.com IPO did much better than your company today. They have a business model that people can understand. I don’t know. I can’t really talk about our business plan other than what is in the prospectus because we’re still in the quiet period. But were pleased with the IPO. Rumor on the street is that hackoff was priced below expectations at the midpoint of it’s range. Do you think that’s because you spent some time in prison prior to being CEO of hackoff? No. I don’t. I think people recognize that I have a unique understanding of the market for online security and that hackoff— Do you think hackoff will go down when investors find out that it’s not an adult site? I’m sure a lot of them thought it was. There are lots of investors listening to us now. I... Larry, our time is up. Thank you very much for being my guest on “Meet the Money”.
Larry: Sanford: Larry:
Sanford:
Larry:
Sanford:
Larry:
Sanford:
Larry:
Sanford:
Larry: Sanford:
hackoff.com Larry:
© 2005 Tom Evslin Thank you for having me. ###
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The Chat Board
Larry on CNNFN by: thewatcher02 (38/M/New Rochelle, NY) Msg: 201 of 216 Larry Lazard is going to be on Meet the Money at 6! 06/30/99 5:45 pm
Re: Larry on CNNFN by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 202 of 216
Posted as a reply to: Msg 201 by thewatcher02
06/30/99 5:51 pm
That should send the stock up tomorrow!
Re: Larry on CNNFN by: pooper Long-Term Sentiment: Sell Msg: 203 of 216
Posted as a reply to: Msg 202 by ChorusLine
06/30/99 5:54 pm
Bob Sanford will eat him for lunch he hates dotcoms and he hates crooks.
Re: Larry on CNNFN by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Strong Buy Msg: 204 of 216
Posted as a reply to: Msg 203 by Pooper
06/30/99 5:59 pm
This is a good chance for Lazard to tell the company’s story. It had a good open and that’s what got him on. Now he has a chance to build on that. Of coarse he can’t say too much
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without getting in trouble with the SEC but the company has a good story even without hype. Sanford is tough and cynical so it wont be easy tho.
Re: hackoff opens by: scooper Long-Term Sentiment: Buy Msg: 205 of 216
Posted as a reply to: Msg 203 by pooper
06/30/99 6:05 pm
pooper, you’re just as much an asshole as your buddy Sanford. Larry’ll do great.
Not Larry by: thewatcher02 (38/M/New Rochelle, NY) Msg: 206 of 216 06/30/99 6:06 pm
Larrys not on! Its some woman that thinks hackoff is a porno site.
Re: Not Larry by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 207 of 216
Posted as a reply to: Msg 206 by thewatcher02
06/30/99 6:07 pm
Thats what everybody who bought jerkoff today thinks. If the lizard tells them its not it closes at 10 tomorrow. Look out below all you jerkoffs.
Re: Not Larry by: scooper Long-Term Sentiment: Buy Msg: 208 of 216
Posted as a reply to: Msg 207 by Alaska60-60
06/30/99 6:09 pm
Probably the only reason anyone didn’t buy is they don’t know what the company is. You’re and asshole, Alaska. This was a great IPO and tomorrow will be even better
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Still no lizard by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 209 of 216
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Now the centerfold cunt thats fucking the publisher is on. She even makes more sense than the lizard will thats why thay put her on first and shes got bigger tits then jerkoffs CFO. You better jerkoff now watching her cause your gonna get jerked off tomorrow.
Larrys on by: thewatcher02 (38/M/New Rochelle, NY) 06/30/99 6:18 pm Msg: 210 of 216 Larry’s on now. Sanford thinks hackoff’s a porno site.
Larrys Interview by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Buy Msg: 211 of 15
06/30/99 6:22 pm
Sanford fucked him, no doubt about that. Larry tried and didn’t do badly, but he didn’t stop him either. I’ve cut HOFC to a Buy but am still bullish. Just don’t know about tomorrow. Larry’s got to tell the story better. Maybe he shouldn’t have gone on in the quiet period but you gotta give him credit for trying. He’s right that he understands e-com security and he kept his cool, but that was a low blow from Sanford about him being an excon and he didn’t handle it as well as he should have. Still a good story, but they’re in the big leagues now and have to hit big league pitching.
Re: Larrys Interview by: PacPhil (25/M/New York, NY) Long-Term Sentiment: Buy Msg: 212 of 216
Posted as a reply to: Msg 211 by jumbo10
06/30/99 6:24 pm
Jumbo, good analysis. It was a tough nite.
hackoff.com
Was Larry on? by: CLess Msg: 213 of 216 Was he on???
© 2005 Tom Evslin
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06/30/99 6:26 pm
Sanford Show by: TestTost (35/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 214 of 216 That centerfold broad was hot!
6/30/99 6:30 pm
Re: Larrys Interview by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 216 of 216
Posted as a reply to: Msg 211 by Jumbo10
06/30/99 6:35 pm
Its not a porno site. Larrys an excon. What will the street think?
Stock Opened by: thewatcher02 (38/M/New Rochelle, NY) 06/30/99 6:40m Msg: 216 of 216 No activity in the aftermarket.
### Larry and his wife Louise sit naked in their hot tub with drinks and cigars. The hot tub is recessed in a cedar deck which projects from the nearly vertical face of the ocean-facing cliff in Atlantic Highlands, New Jersey. They have privacy while the leaves are on the trees. To the East, descriptively-named Sandy Hook is dark in the foreground, while the lights of thirty miles of ships leaving and entering New York harbor are in the background. To the North across the harbor are well-lit Kennedy
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Airport and Coney Island. To the West, are the Verazano, Brooklyn, and Manhattan bridges, and, on a clear night like tonight, the George Washington in the distance. Their house is cantilevered into the cliff behind and above them. “I fucked up,” says Larry. “I fucked up royally. No one will buy the stock.” “Probably no one even watches that CNNfn thing. I never heard of it,” says Louise. She hadn’t been able to watch or Tivo the interview because Larry had told her (as Eve had told him) that it was going to be on CNN. “Investors watch it,” says Larry. “They’ll all sell in the morning. That guy Sanford hates me; he said he hates me because I made so much money in the IPO. And he screwed me because he hates me and I couldn’t stop him.” “You’re never as bad as you think you are,” Louise says. Underwater, she grasps his very limp penis. When he stirs slightly, she arches her back so that her dark nipples break free of the water. “The stock closed at thirty dollars,” she says. “You and I are worth 200 million or something on paper. You should fuck up like that every day.” Larry reaches around her back and rubs her right nipple. The nipple immediately stiffens. “Two-hundred-five million and change,” he says. “You’re not so bad yourself.” Now he’s erect. “We are what we are,” she says and pivots onto his lap straddling him and taking him deep into her. In the distance, a ship’s horn gives a long sigh.
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© 2005 Tom Evslin
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Chapter 5: Afternoon April Fools Day, 2003
Initial Interview by NYPD Detective Mark Cohen 4/1/2003
Dom Montain (11:15 A.M.) Q: Mr. Montain, this is an informal interview. However, you do have the right to an attorney of your choosing. If you cannot afford an attorney, the City will provide one for you. Moreover, any statements you make to me today could be used against you in a court of law. This interview is being taped. Do you understand and agree to these conditions? Yes and yes. Do you wish to be represented by an attorney? Not at this time. If, at any time during this interview, you wish to be represented by an attorney, please make that known and the interview will cease until representation has been arranged. Is that understood? Is what understood? By whom? Do YOU understand that the interview will be terminated at any time you wish to be represented by an attorney? Yes. I understand. I am now handing you a consent form in which you acknowledge that I have advised you of your right to be represented by any attorney and that you have elected to proceed without an attorney at this time. Are you comfortable signing this form? Do you mean will I sign the form? Will you sign the form of your own free will? Yes, since that’s how the game is played. The transcript of this interview will show that you reviewed the consent form, signed it, and handed it to me. Please state your full name? Dom Carl Montain. Not Dominick? Dom, not Dominick. Are you now or have you ever been married?
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No, never. Have you ever used any other name? No. What is your address? 39 Worth Street, Apartment 10-B, New York, New York, 10013 dash 2989. Where and when were you born? White Plains, New York. September 20, 1972. What is your educational background? Public schools in White Plains through fourth grade. Sixth grade through eighth at Hommocks Middle School in Mamaroneck... Where were you for fifth grade? I skipped fifth. Ninth grade through twelfth at Mamaroneck High School, although I skipped tenth grade. I attended California Institute of Technology in 1987 and 1988. Did you graduate? No. Where is California Institute of Technology located? The main campus is in Pasadena, California. There are Caltech facilities around the world. What facilities were you at? I was at Pasadena. Why did you leave college before graduating? I left to join a software startup. Were you asked to leave? I was not! What was your grade-point average for the two years you were there? Did you complete two years? My grade-point average was three-point-eight for the first year and three-point-nine for the second. Yes; I completed two years. What stopped you from having a perfect four-point-zero? I had an incompetent Freshman English instructor my first year and a disagreement with a physics professor my second year. So you didn’t make any mistakes that made your scores less than perfect? I did not. Some people would say that not giving the physics professor the answers he wanted was a mistake but I disagree.
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Did you have any disciplinary trouble at college? I have excellent discipline. I mean was any disciplinary action taken against you? Caltech operates on the honor system. Who enforces the honor system? The students do. Was any enforcement action under the student honor system taken against you? No enforcement action was taken against me. Was any enforcement action PROPOSED against you? Yes. How did you know? Have you looked up my records? That’s not supposed to be in my record since no action was taken. I didn’t know. That’s why I asked. For what infraction was action proposed against you? There was no infraction! I won the freshman robot demolition contest. What is the freshman robot demolition contest and why would action be proposed against you for winning it? Each year freshmen are given basic materials to build robots. These robots compete in a series of one-on-one fights to the death. The student whose robot destroys all of its opponents wins. Action was proposed against me by some losers because I won. They were bitter. They thought they were smarter than me. They weren’t. On what grounds was the action proposed? On the grounds that I cheated. Did you cheat? I DID NOT! There were no rules prohibiting my tactics! What were your tactics? The other robots were programmed to lose to my robot. There were no rules against tampering with other students robots? There was a very strict rule against any physical contact with any of the materials supplied to any students in any form including, of course, the finished robots. Didn’t you violate this rule? I did not. Then how did you program the other students’ robots to lose to yours? I didn’t. They programmed themselves to lose to my robot. I don’t understand. How is that possible?
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All of the other students downloaded the same shareware to their robots for enemy recognition. This was not a “material supplied to them”; it was shareware they CHOSE to use because none of them could write a pattern recognition program as good in the time allotted. I did, of course, but the others couldn’t. So I hacked the site that had the pattern recognition software and changed it so that it couldn’t recognize my robot as an enemy. That meant my robot could easily approach and destroy my opponents. I think I understand. But, if your pattern recognition software was different from and better than everybody else’s, wouldn’t you have won anyway? You’re pretty smart. Yes, I probably would have. But why take a chance? This was war and the object was to win. I didn’t know I had the best pattern recognition until I heard that all the others were downloading theirs from the same place. Once I knew that, I knew how vulnerable they were and that I could assure myself of victory. So I did. What was the outcome of the proposed enforcement action? Since there was no rule against what I did, no action was taken. That was right. But, since the losers were popular, the contest that year was declared null and void. They said that the rules were “inadequate”. That was unfair. I won under the same rules that applied to everyone. Of course, they changed the rules for subsequent years, and that’s perfectly fair. But what they did to me was NOT fair. Is that why you left college before graduating? It is not. That was unfair but I lived with it. That was the beginning of my freshman year and I stayed through my sophomore year. Was your dispute with your chemistry professor why you left? It was a physics professor. No, I left to join a software startup. Why did you want to do that instead of getting a degree from Caltech? Even I’ve heard of Caltech. It’s very prestigious. Caltech was getting boring. All I care about ... all I cared about was the software I wrote. And the software I wrote for courses was boring. Joining the startup was a way to write great software and be recognized for it. What was the name of the startup and where was it located? Do you know you often ask two questions at once? Yes. The startup was named “Games of Woe and Dread”. It was located in a commune on Malibu Beach. We called it GOWAD. What did GOWAD do? We wrote games of woe and dread.
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What does that mean? We wrote game software for commercial video parlors. Twitch games for people who can think. Okay, what’s a “twitch” game and aren’t games played on PCs? There you go again with the double questions. Is that an interrogation technique? No. Right... Twitch games are games that require fast finger movement in order to fire weapons or enter hyperspace or take other important action. We wrote for video parlors and not PCs for two reasons. One, back in those days, computers weren’t fast enough for the kind of graphics and sound we wanted to do and; two, computer-to-computer communication wasn’t usually fast enough for people to play really good twitch games against each other. Now, of course... Don’t people often play video games by themselves? Yeah, losers. How can you win if you don’t beat somebody? What was your position at GOWAD? Same as my position here at hackoff; I was CTO. But there I did almost all the cool programming. So you started at GOWAD in 1988. How long did you work there and why did you leave? You could try three questions at once. I would remember them. I left GOWAD at the beginning of 1991 because it went out of business. Why did GOWAD go out of business? Because the idiot who ran it was as stupid as he was when he complained to the honor committee about the way I beat him and his robot. You left Caltech to go to work for the guy who turned you into the honor committee? Why? Yes. Because he knew I was a great programmer. They were writing cool stuff and I thought it would be a good opportunity. Where did you go to work next, what was your starting position, how long were you there, and why did you leave? You catch on fast. You into role-playing games? A little. Chase Manhattan Bank in New York City. I started as a lead programmer for GUI. I left in 1993. I left because I didn’t get recognition for what I did there and it was really boring and stupid. What’s Gooey; why did you choose Chase Manhattan in the first place; and is that where you first met the deceased?
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GUI stands for graphical user interface. All computers have them now but then only the Mac and a brain-dead version of Windows did. I went to Chase Manhattan because Larry Lazard recruited me — so that answers your third question, too. Where did you first meet the deceased? Only one question this time, you must be getting serious now that “the deceased” is in the game. I first met Larry at MacHack in 1990. What’s MacHack? It’s a semi-official gathering of the best Mac programmers, those who’d rather hack than eat. Apple sort of sponsors it and sort of doesn’t. It’s sort of about cool Mac stuff and it’s sort of about cool hacks. There’s a lot of code swapping that goes on and passing the word about pirate boards. Why did Larry recruit you to Chase and why did you accept? Larry knew my rep from MacHack. He knew I knew GUI inside and out and could make a computer do tricks whether it wanted to or not. We game writers wrote the book on cool graphics. He said that, once GUI was established, online banking would happen because even bozos’d be able to use it and he wanted Chase to have the best user interface first. Said he knew that if I were the lead programmer in the group we’d get there before anyone else. I took the job because Larry recognized me for what I could do and because the bank had more computers than I’d ever seen in one place. You said you left Chase because you didn’t get recognition. Is that a question? Yes. Didn’t sound like one. Okay. So the real question is: Why did I leave Chase? Answer is: Things change. “Gotcha” happened. Larry confessed to it; he went to jail. Then the place was really boring and there was no one left who knew or cared what I could do. Just a bunch of sort-of programmers who maybe wished they were bankers. Then where did you go; why; in what capacity; for how long; and why did you leave? Very good; five questions. Next I went to Microsoft in Redmond, Washington. I went there because I was tired of being with dummies and wanted to be back with smart guys. Some guys from GOWAD, some guys from Caltech — especially physicists — some guys I knew from MacHack were already there and they’d been recruiting me for a while and telling me what a great place it was and how you could get rich on options in six months.
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They already had Ferraris, some of them. Smart guys are recognized there. I came in as a senior developer to work on fixing the fucked-up Windows GUI. I stayed at Microsoft until 1996 when Larry recruited me for the security consulting business he had before hackoff. Why did you leave Microsoft to join Larry? Weren’t you getting rich on options? Weren’t you writing cool stuff? Weren’t you getting recognized for it? I left because Larry recruited me and he knew what I could do to keep hackers away from websites; he knew that I understood hackers. I did well on options; not as well as the early guys, of course; and I cashed some in too soon. I did write lots of cool stuff while I was in the Windows Desktop Group at Microsoft, but there was a big political dustup over how to deal with the Internet and whether Windows or something code-named Cairo that never happened was going to be the code base for the future and the cool stuff ended up moving into other groups, so I wasn’t doing the coolest stuff anymore and I don’t like that. You were smart to ask. And I didn’t get enough recognition. Billg understood what I did and what I could do. He knew all the top developers and he was always emailing us about what he thought was cool and what he didn’t think was cool and why didn’t we do this or that or were we brain dead. But by ‘96 Bill wasn’t as involved and there wasn’t as much to get recognition for because the cool stuff had moved away. Your first job with the deceased’s consulting company was what? CTO. Same job I’ve got now but I was the only technical person so no management bullshit then. Wasn’t the deceased technical? Larry? Yeah, I guess. But he didn’t work for me and his job in the company was consulting and selling and, after a while, raising money and taking us public. Let’s get to yesterday. When’s the last time you saw the deceased? At 3:00 PM yesterday. Where did you see him and why? Was anyone else present? Three questions. This sounds like “Clue”. I saw him in the boardroom because we were having an executive staff meeting. It ended at three so that’s the last I saw him. Since it was an executive staff meeting, the other executives were there: Donna Langhorne, our CFO; Aaron
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Smyth, chief counsel; Frank Folger, sales guy; and Eve Gross, marketing slime. What’s “Marketing slime”? “Marketing slime” doesn’t mean anything bad; it’s what we called marketing women — they’re usually women — at Microsoft. Folger’s actually supposed to be in charge of marketing but he doesn’t do it so Eve sort of reports around him — reported around him, I guess — to Larry and came to exec staff meetings usually. Was there anything unusual about Larry at that time? Was there anything unusual about the staff meeting? Nothing unusual about Larry. He was the asshole he’s been since the stock tanked. Not much unusual about the staff meeting either except that I quit. Why did you quit? And, if you quit, how come you came into work this morning? I get it: you ask multiple questions so you can keep multiple threads going at once. That way you don’t take a chance going down a blind alley with one line of questions and forgetting what you need to do to get back. Good gaming technique. I quit because I’m not going to take any more of Larry’s bullshit. He used to recognize what I did; I think he forgot. Now he’s just an asshole, yelling and putting people down — putting me down. He forgets ... he forgot what he owes me. When I said I quit, Larry said he expected an “orderly transition”, that he respected my position, and that I’d be able to keep my options if I cooperated in a transition for the next couple of days and was available after that to answer questions. What was special about this meeting that made you quit? You said it was normal for the deceased to be abusive. Did he try to convince you to stay? This time Larry said that everything that happened to the company was my fault. He said that if my people could get stuff done on time, the company would be profitable and the stock price wouldn’t suck like it does. He said if I could manage development, then we wouldn’t have any of these problems. He said that I’m a has-been technically, too, that I lost my edge and may never have been as good as people thought I was. Other than for transition, he didn’t try to convince me to stay. Did that surprise you? Did that disappoint you? Didn’t surprise me. He’s an asshole — WAS an asshole — and he’d forgotten what I’ve done.
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I suppose it disappointed me. Did you kill Larry Lazard? Isn’t that a little blunt?. I’ve been honest about the way I feel and could have had motive, I guess. But I didn’t shoot him; he shot himself. How do you know he shot himself? Everybody knows that. Donna told me. It was his gun; the one he always plays with. There were powder burns on his right hand. And the security log shows that he was alone in his office from the last time people heard him alive until Donna found him dead in the morning. How do you know what was in the security logs? Did you look at them? Donna told me; I didn’t look at them. I was sure that would have been done by now. When did you leave the office last night? About six. Did you see Larry or communicate with him in any way after the staff meeting? I already told you that the last time I saw him was at the end of staff meeting. The only other communication was that I sent him an email telling him that he’s an asshole. When was that? Did he respond? Do you have a copy of that email? About 3:30? He didn’t respond. Yes, I do have a copy of the sent mail. I assumed you would have had all email dumped from the servers by now. We sent an image of the email server to the lab. They haven’t gotten back to us yet. It would save time if you got me a copy of that email after this interview. You’re sure you didn’t see Larry again after staff meeting? I’m sure. Didn’t you see him when you went into his office at 4:14? I... Who says I went into his office? The security log, of course. I assumed you would have assumed I’d seen that by now and I have. It says that you went into his office at 4:14. Why wouldn’t you have thought I’d seen that in the security log? Well, you’re smart but sort of slow. I just didn’t think you’d have gotten to the security log yet, just like you haven’t gotten to the email yet. So I jumped to the assumption that someone told you I’d gone into Larry’s office and that seemed strange because I don’t remember anyone being around when I went in. No big deal.
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So why did you tell me you didn’t see the deceased again after staff meeting? He wasn’t deceased then but I didn’t see him either. I told you the truth; I didn’t see him. I went into his office, but he wasn’t there. Why did you go into his office if he wasn’t there? I went into his office to see him, but he wasn’t there so I didn’t see him. Why did you want to see him? I was mad. When Larry didn’t respond to my email and didn’t try to get me to stay, I went into his office to tell him face-to-face what an unappreciative scumbag he is. But he wasn’t there. Why did you stay in his office six minutes if he wasn’t there? I was waiting for him to come back. Did he? Not then. I told you, I didn’t see him again. Why did you stop waiting for him? I was upset. I wasn’t sure it was a good idea to see him anyway. I didn’t like sitting around waiting for him to come back. It put him in control. So I left. And you never saw or heard from the deceased again? Correct. Were there other people in the office besides you and the deceased when you left at 5:50? Sure; there were a shit-load of people. We don’t work bankers’ hours at hackoff. Can you name some of the people who were here when you left? Yes. May I please have some names? Donna Langhorne... Are you sure? Yes, why? Would you be surprised if I told you she told me you were here when she left? Yeah. Did she say that? I ask the questions, sorry. Who else was here when you left? Kevin Wong was here. I was talking to him just before I left. What were you talking about?
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Word got around that I quit. Kevin and the developers were upset, naturally. They know that I’m ... I was all that was between them and Larry the Asshole. They were afraid that a new CTO’d be brought in and they’d all lose their jobs. That matters to programmers these days. Didn’t used to. What did you tell Kevin? I told him I appreciated their concern but they should chill out. I told them shit happens but hackoff is still a great opportunity and things can get better; they should give it a chance and not do anything rash. I told Kevin he ought to get some pizza for the troops; make things seem more normal. If you were so angry at the deceased, why were you trying to smooth things over with the technical staff? I promised to cooperate in a transition, remember? Also, I’m still a big shareholder in hackoff and it’s not in my interest to have the whole technical staff leave. Who else? Who else what? Oh, yeah; I know: who else was here when I left. Matt Ralston, Irv Arkin, Irma Sukander, Sanjay Raj... Okay. That’s enough for now. Where did you go after you left the office? West 10th Squared. So you like jazz. How long were you there? Who saw you there? Did you have any communication with anyone at hackoff while you were there? I was there until 3:00 AM. I listened to jazz and I played some jazz. I smoked a joint — are you going to arrest me for that? Remember that anything you say can be used against you in a court of law. It would be one of my colleagues who’d arrest you for the joint, but probably for possession with intent to sell; then you can bargain that down to simple possession of a controlled substance. You didn’t answer all of my questions. Should I repeat them? A bunch of people saw me there. Not sure any of them want you to have their names. Do I have to give them to you? It makes things easier if we can verify your alibi sooner rather than later, but you don’t have to make things easier. Look, the bartender, Kelly O’Kelly, knows me and saw me. She’s supposed to be there so its no problem giving her name. Also the owner or manager or something Francis X ... Francis X. O’Shea. Is that enough? It’s enough for now. I may ask you for more names later. Can they verify you were there until three? I think so. They closed around three and I left then, so they may remember.
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You still didn’t answer all of my questions. Do you need me to repeat them? No. The only person I communicated with from hackoff was Donna. She called me on my cell phone when I was at West 10th Squared. What time did Donna call? Why did she call? She called just before midnight. I was playing and didn’t answer but I called her back. She called to be sure that I planned to come back to the office and complete the transition. She was concerned that I might go off the deep end and decide “fuck the transition”. Is it unusual for Donna to call you so late? Wouldn’t she be concerned about waking you up? Donna calls anyone she wants whenever she wants. It is unusual for her to call so late but she knows I’m always up late. She might have apologized if she’d called me early in the morning but she would’ve called if she wanted to. Did she say anything else? She said Larry IS an incurable asshole. Where did you call her back? I used call-back on my cell phone. Just a second and I’ll tell you. She was at her home number. Can you think of any reason why the deceased would have taken his own life? I take it the time of death was before 3:00 AM. I don’t think Larry would’ve shot himself just because he’s an asshole. He basically likes himself the way he is — that’s my take on him. He did sometimes say that the gun was his exit strategy but I always took that as a joke. I wouldn’t pick him as someone who would rid the world of himself. I’m surprised he did. Can you think of any reason anyone would want to kill the deceased? Yeah; mainly for being an asshole. As you pointed out, I had motive, but I didn’t do it. There are lots of other people that Larry dissed badly. There’s an Arab whose girlfriend he screwed; there’s his wife who found out about it; there’s probably other people he screwed one way or the other. There’s Wrobly from antihack; Larry made him look like an idiot which, of course, he is. Who besides yourself and the people you just mentioned did the deceased insult? Did he insult Donna? Man, if this isn’t suicide, you have a long list of suspects, Mark. I heard him insult Aaron Smyth, our attorney. He’s been very rough on Eve, the marketing slime. Larry’s always all over Folger for crappy sales, but
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Folger’s a sales guy so I think it just rolls off his back. He yelled at Donna when she argued with him, but he didn’t really diss her. Anyone else? Give me time; I’m sure I’ll think of some. Don’t you have enough suspects? Isn’t this pretty pointless for a suicide? I’d like you to get back to me as you think of more suspects; there aren’t enough until the perp is caught. Larry is just another suspect, himself, at this point. If you think of anything else that might be relevant to this investigation, please call me. Thank you for your cooperation. You’re welcome. It’s been good talking to you. ###
It’s 1:00 PM and the hackoff.com executive staff is assembling for a hastily-called meeting in the hackoff boardroom. Donna is in Larry’s usual seat in the middle of one side of the table. Dom Montain is on her right. As they come in, Aaron Smyth, newly-appointed CFO Lew Marigold, Frank Folger, and Eve Gross take seats across the table from Donna and Dom. Eve is seated between Folger and Smyth and dwarfed by them although she sits up very straight on the back of her chair with her back slightly arched. Marigold is next to Smyth. All except Donna and Marigold have laptops open in front of them. They are connected to the corporate LAN by WiFi so they can access the Web and their email as they meet. “Thanks for coming on short notice,” Donna says. “I know this is a difficult day and this meeting will have to be short because Frank, I think, you have an interview with Detective Cohen at 1:45.” “Right,” Frank says. “What’s he like? Aaron, anything special I’m supposed to say or not say?” “Well,” says Aaron the lawyer, “you don’t have to say anything. In fact, you can leave the interview at any time. You do have the right to be represented by an attorney. However, if you do decide…” “Don’t you represent me?” asks Frank. “I represent you as far in your corporate role. For example, if you killed Larry as part of your corporate duties…” “I didn’t kill Larry,” says Frank, not amused. “If you killed Larry as part of your corporate duties,” continues Aaron, “then I would represent you in your corporate role. However, if you killed him in your personal role or killed him in your corporate role but were being prosecuted personally, and there was likely to be a divergence between your personal interests and the corporate interests—”
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“For Christ’s sake,” interjects Donna, “cut it out Aaron. Just tell Frank whether he needs to get a lawyer or not. Dom and I were interviewed without lawyers.” “With all due respect,” says Aaron, “I can’t. This is a decision each of us — including me — needs to make on his or her own. These interviews are informal and are not sworn — you can’t be indicted for perjury for anything you say in them — but they are recorded and anything you say can be held against you. Investigators tend to think of people who immediately ask for a lawyer as more hostile but, for anyone who didn’t kill Larry — which I assume includes all of us since he apparently committed suicide — it shouldn’t really matter what the investigator thinks. But there shouldn’t really be any need for a lawyer. I cannot accompany you in these interviews since I am in the same class of ‘everybody is a suspect until we find the murderer or conclude formally that it was suicide’ as the rest of you.” “Thanks a lot,” says Frank. “That really clears things up.” He doesn’t sound grateful. “Let’s get on with the meeting,” says Donna. “We have a lot to cover. We know the company was in trouble before Larry died, the stock price has been awful. It’s held up surprisingly well today…” “It’s up to one-point-fifty-five,” says Eve looking at her PC. “Hey, boss, the Street likes you,” says Frank the salesman, cheering up some. “Yeah,” says Donna, “we’ll see how much they love me. Okay, first of all…” “Excuse me,” Aaron says. “Shouldn’t we ask Joanie to join us? She hasn’t usually been in our meetings, but she did report to Larry and presumably now reports to Donna and I’m assuming HR issues are among those we have to deal with.” “Are we worried about Larry’s benefits?” asks Frank bitterly. “Aaron, good idea; give her a call,” says Donna, ignoring Frank. “We’ll keep going, though. First of all, as I was saying, Dom has agreed to withdraw his resignation. We all know Larry probably would have apologized and tried to convince him to stay…” “We do?” ask Lew Marigold and Frank in chorus. “He probably would have asked him to stay and he would have been wrong if he didn’t,” continues Donna. “Dom has been essential to our past success and he’s essential to the future. In fact, although his duties remain largely the same as CTO, I will propose to the board that he be promoted to EVP.” “Glad you’re staying, Dom,” says Eve. “Donna, are we gonna need PR on the promotion?” “The Board hasn’t approved the promotion yet so let’s ready an announcement for later release. Aaron, I assume you’re taking down the action items.” “Right,” says Aaron, who wasn’t but starts typing now.
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Joan Johnson, HR VP, comes into the room without saying anything and sits next to Lew Marigold. She doesn’t have a laptop with her but has a pad to take notes. She is a very tall woman, taller than Marigold and almost as tall as Folger. She has a thin face but an open smile and appears to be the oldest person in the room. “Second,” says Donna ignoring the interruption, “you all know that the board has approved Lew as acting CFO. We are going to do a search for a permanent CFO — could be Lew if he likes the job and is good at it; but we need to do the search.” Lew isn’t sure where to look. “Congratulations, Lew,” says Eve. “I’m sure you’ll be great. We’ll need to get a picture of you for the officers’ page on the website.” “Right,” says Donna abruptly. “So Lew may be ‘acting’ but he is the CFO; he’s got to sign the Sarbanes-Oxley certifications and work with the auditors. So you all need to give him the same accurate information you gave me. And he needs to take the same ‘no bullshit’ approach I did. Right Lew?” “Right,” says Lew tentatively. “Customers,” Donna says. “Frank, how are customers gonna react? What do we have to do for them? How do we keep them with us or even improve their perception of us?” “Well,” answers Frank, “I think we ought to think about special compensation for sales for the next quarter or two.” “CUSTOMERS,” says Donna. “I said CUSTOMERS, not greedy salesmen.” “It’s the feet on the street who shape the customers’ perceptions,” says Frank undeterred. “The sales force is going to be apprehensive about what Larry’s death means to them. We want to reassure them and—” “Frank, we’ll talk about that when we talk about all HR issues,” says Donna. “Now I want to talk about customers.” “All of us in sales have more of our compensation tied to short-term results than anyone else,” persists Frank. “The best way—” “Then do your fucking jobs and sell and stop WHINING,” says Donna. “That’s the “best way” to get paid. Is that simple enough for you to understand? Now what about the customers? Can anyone talk about them?” “I’ve been looking at the sales figures,” Lew says tentatively. “And…?” “A disproportionately large percentage of the sales of the Managed Service are to the equity customers.” “Tell us something we don’t know,” says Donna. Then, softening slightly: “I know you haven’t been in these meetings, so you don’t know that we’ve been over those numbers lots of times. Our overall sales look okay since we can book revenue from the equity customers, but cash is declining quickly.” “Maybe you already have discussed this, too,” Lew continues, “but to make matters worse, we’re paying cash commissions on the equity ‘sales’ and spending real dollars in the NOC to monitor their sites...” “So now you want to stop paying commissions,” Frank challenges. “That’s a great way to help sales morale.”
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“We’re not talking about sales morale,” Donna warns. “Go ahead, Lew.” “So looked at strictly from a cash point-of-view,” Lew says, “the equity ‘sales’ not only don’t get us cash, they COST us cash.” “And?” asks Donna. “I don’t know,” says Lew. “That’s just what the numbers say.” “If we force them to be cash customers,” says Donna, “we have to give their equity back. Of course, if we’ve already written off the value of it, we don’t have to take another write-off. But we’d have to write off some of it. And we’d have to make sure they DO convert to cash and don’t just drop the service. After all, some don’t have any cash, but they’re a significant part of our sales.” “We’ve been here a million times before,” says Frank. “Larry understood that we’d wreck the company if we screw these customers. That’s why we haven’t wasted time on this.” “Larry’s dead,” says Donna. “And even Larry made mistakes. This might have been one of them.” “This is a great plan if you want to crater sales,” says Frank. “We’re losing cash on every sale we make to these guys,” says Lew. “We’d actually lose less cash if we made fewer sales.” “Our stock price’ll crater if sales go down,” says Frank. “How much further down can it go?” asks Dom. “If it goes below a buck, NASDAQ’ll delist us,” reminds Aaron, the lawyer. “There are two separate issues here,” says Donna. “One is: cut the loss from customers with worthless equity who are never going to convert to cash. Two: we need to make customers who HAVE cash upgrade to cash payments. In both cases, what works is to give them notice of discontinuation and tell them that they can only get monitored service and upgrades AFTER they convert to cash.” “I don’t think we can do that contractually,” says Aaron. “I don’t think we can discontinue service without giving six months’ notice of discontinuance.” “Okay,” says Donna. “No question this is gonna hurt reported sales this quarter; Frank is right about that. Question is: What will that do to the stock price and do we get delisted? If we get delisted, do we care? Stock still trades. Do we have to worry about another hostile with a low stock price? I’ll talk to Barcourt & Brotherson about that. But my guess is the Street’ll cut us some slack this quarter if they believe this is the necessary step to get cash flow positive and a good sign from new management. I think we will need to show some results in the third quarter, though. Something to show management knows what it’s doing and is on the right track.” “With six months notice,” says Aaron, “they’ll still be entitled to a free ride next quarter.” “We can come up with something to hurry them along,” says Donna. “Maybe some incentive to convert before the deadline — a lower price or something. We could tell them they can’t have the Managed Service until they convert to a cash basis. Aaron, can we do that?” “I think so,” says Aaron, “but I’ll have to check the contracts.” “You do that.”
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“I think this whole idea stinks,” says Frank. “We’re betting the company and we’re gonna lose.” “Look,” says Donna, “it’s your job to sell them the Managed Service. iHudson bought; it’s starting to move.” “They don’t WANT the Managed Service,” says Frank. “They’ve been doing fine with just software protection. They don’t see any need for the Managed Service.” “You know, Frank,” says Donna, “it’s a good thing you don’t sell life insurance. You’d be telling me nobody would buy it if they haven’t already died, because they don’t see any need. It’s your job to MAKE them see a need. They know what happened to antihack’s customers. They gonna wait for that to happen to them?” “It’s not enough,” says Frank and grumbles some more but under his breath. “This is one of the times that Larry would’ve put the gun to his head,” says Aaron. “He would’ve spun the cylinder and said ‘you bet your life’. Or, if he thought the idea was brain-dead, he’d have said ‘time for the exit strategy’. I’m glad there’s no gun in this conference room. This is an enormous risk.” “It’s too bad there’s no Larry in this conference room,” says Frank. “We’re making an enormous mistake.” “Anyone else feel that way?” asks Donna. When no one responds, she asks Eve: “How do we handle this from a positioning point of view? We differentiated the company to the investment community based on the equitycustomer strategy. Now we’re throwing it overboard.” Eve says: “I’ve been thinking about that. This is, in some sense, a perfect opportunity to reposition. Larry’s dead; we have to deal with that anyway. It’s natural for new leadership to have a new vision. And times have changed; the bubble has burst. We know Larry didn’t quite change with the times — of course, we don’t SAY that. He was the right guy for a different time. Now we position Donna as the right woman for THIS time; the person who understands that cash is now king — or maybe queen. And, to keep continuity for the sake of customers, we build up Dom’s role as the genius who can produce the best anti-hacker software. He’s been here all along in that role and our surveys do show that the customers respect our product.” “But people think of Larry as the guy who confessed to ‘Gotcha’ and went to jail for it,” says Aaron. “He’s the one we positioned as understanding the hacker threat because he WAS one.” “Well, that’s something we work,” says Eve. “Now that everybody understands the danger from hackers, maybe you don’t need the visionary with the warning so much. Now we need solid execution. We continue to get that on the financial side from Donna, and from Dom on the technical side. I think this message’ll fly.” “Put it together,” commands Donna. “What about employees?” asks Joan Johnson, the HR VP. “What about them? Won’t the same message work for them?” asks Donna. “They have stock, too.”
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“They’re worried,” says Joan. “They were coming into my office worried even before Larry shot himself, and now they’re freaked out. Most of them know the company is burning through cash. They think less about their stock than they do about just having jobs and whether they’ll get paid.” “So,” says Donna, “they should like the message of concentrating on real cash, reducing the burn rate, and getting profitable. We should accent that part of the message to them.” “They’re going to think that ‘reducing the burn rate’ is code for ‘reducing’ head count,” says Joan. “That’ll scare them even worse.” “Can’t have it both ways,” Donna says. “If we’re going to have a real profitable company with good jobs, we may shed some jobs getting there. That’s just the way it is. What do you think we should do?” “I think YOU’VE got to talk to them,” Joan says. “Go out and walk the halls and talk to them individually. Larry never did that; he just liked talking to people in groups. If you talk to them one-on-one, they’ll feel better.” “What am I going to tell them ‘one-on-one’? Can’t tell them our new strategy before we announce it or we violate Reg FD. Can’t tell them that they’ll all keep their jobs, because it isn’t true. What do you want me to say to them?” “Just listen,” says Joan. “It works for a while. Tell them you don’t know all the answers yet; that won’t surprise them. Ask them what worries them. Ask them how they’d get the company profitable. Pretend to listen to the answers. It’s good management.” “Okay,” says Donna. “We have the beginning of a plan. Aaron, make sure there are dates and owners for the action items: only one owner for each item. We’ve gotten into some bad habits of unclear accountability lately.” “Boss,” says Frank, “can I talk to you after my interview with the detective? We’ve got to talk about the sales force.” “Yeah,” says Donna, “but don’t come back to me with another plan to increase commissions. Better start thinking about how your guys can live on the REAL sales they make — no more cash commissions for ‘equity’ sales.” ###
Email, April 1, 2003
From: Aaron Smyth [mailto:[email protected]] Sent:Tuesday, April 1, 2003 2:01 PM To: Donna Langhorne; Dom Montain; Frank Folger; Joan Johnson; Lew Marigold Subject: staff meeting action items Action Item Prepare press release re Montain promotion Owner eveg Date 4/3/03
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Check contracts re conversion and ms Check with Barcourt re strategy Prepare draft new company positioning Employee walkabout Produce list of equity customers Propose sales comp plan Approve sales comp plan
From: Donna Langhorne [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:04 PM To: Aaron Smyth; Cc: Dom Montain; Frank Folger; Joan Johnson; Lew Marigold Subject: RE: staff meeting action items Aaron: Thanks for getting this out fast.Just a couple of corrections. I said one owner per ai and I meant it. eve owns the new company position. Lew, no reason for it to take a week to get the list of equity customers. let’s have that tomomorow. There is NOT going to be a new sales comp plan other than the fact that we’re not going to pay cash comp for noncash sales. Just want to make that clear.
From: Aaron Smyth [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:05 PM To: Donna Langhorne Subject: RE: RE: staff meeting action items But eveg works for frankf???
From: Donna Langhorne [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:06 PM To: Aaron Smyth
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Eve is going to report directly to me. frank doesn’t add any value in managing her. haven’t told him that yet. Doesn’t matter though; only ONE owner per ai. otherwise noones accountable.
From: Dom Montain [mailto:[email protected]] Sent: Tuesday, April 1, 2003 2:08 PM To: Donna Langhorne Subject: RE: staff meeting action items We’ve known for a year this what we had to do. Sure a lot easier without Lar trying to keep his wet dream of the ultimate holding company alive. Maybe he knew what he was doing when he shot himself.
From: Eve Gross [mailto:[email protected]] Sent: Tuesday, April 1, 2003 2:09 PM To: Donna Langhorne Subject: RE: staff meeting action items Donna: I’m really enthusiastic about this new plan and new positioning. I think we can pull it off; I do. I also know that you knew for a while that this is the right thing to do for the company. I’m sure Larry would have come around to this view eventually. A also want to tell you privately, woman-to-woman, that I think you are doing a great job of taking command in a man’s world. The guys respect you and this is gonna work; I know it! Eve
From: Donna Langhorne [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:15 PM To: Eve Gross Subject: RE: RE: staff meeting action items
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Thanks. I’m counting on your help.
From: Sent: To: Joan Subject: Joannie:
Lew Marigold [mailto: [email protected]] Tuesday, April 1, 2003 2:15 PM Johnson Staff Meeting
Do you think she can pull it off? Frank is really pissed. She told me to bring up those numbers. Lew
From: Joan Johnson [mailto:[email protected]] Sent: Tuesday, April 1, 2003 2:17 PM To: Lew Marigold Subject: RE: Staff Meeting She is certainly a controlling so and so. Let’s see if she really goes around and talks to the peeps. That’ll be one test of whether she really wants to be a good CEO or just wants to give orders. She sounded like she was listening to us — except for Frank. Wow!
From: [email protected] Sent: Tuesday, April 1, 2003 2:15 PM To: [email protected] Subject: CONFIDENTIAL John: How have you been; long time no talk. You still hitting the long ball? Got the slice fixed? Look, I’ll get right to the point. You’ve probably read that our CEO shot himself last night. Obviously, things are a bit up in the air here. Donna Langhorne is the new CEO and a board member’s become chair. They’re both urging me to stay on because obviously I’m key to bringing the company forward just as I’ve
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been responsible for much of its success so far. In fact, I think I’ll be offered a healthy raise and some more options. But I’ve got to know what my alternatives are. I’ve enclosed an updated copy of my resume for your confidential perusal. Obviously, I’d be looking for a position of EVP of global sales or higher; I think I’m ready for a CEO job maybe at a well-funded start-up. Would like your input on what’s available. Comp should be at least $275K base with at least as much more in incentive upside plus generous options. Company doesn’t know that I’m looking so please use my hotmail address above and don’t pass my name around without clearing with me first. Best to Frances. Frank Folger
From: John Handler [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:20 PM To: Donna Langhorne Subject: Recruiting Donna: Congratulations. Very sorry to hear about Larry but I know that hackoff.com is now in good hands. I saw from the press release that you will be conducting searches for both a board member and a CFO. It goes without saying that Sherman Hanson Recruiters would like to help. As I’m sure you know, we are the leading retained search firm for the software industry. You and I met many moons ago at Esther Dyson’s conference. I was very impressed by your presentation there. I should tell you in confidence that from some of your key people who are their options. I sincerely hope that value but, of course, stand ready to we are receiving resumes understandably exploring you don’t lose anyone you help with any vacancies.
I would appreciate a chance to meet with you at your convenience to explore what Sherman Hanson can do to help hackoff.com.
hackoff.com Sincerely, John Handler
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From: Sent: To: John Subject: John:
Donna Langhorne [mailto: [email protected]] Tuesday, April 1, 2003 2:20 PM Handler RE: Recruiting
I do remember how drunk you were at Esther’s conference. I don’t remember whether it was at that conference or another one that the organizers had to pay off the waitress you fondled. If you start hunting in my staff, I will personally cut your balls off. Needless to say, you will also not get any business from hackoff in that case. Who contacted you? Sincerely, Donna Langhorne
From: John Handler [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:25 PM To: Donna Langhorne Subject: RE: RE: Recruiting Thanks, Donna: I think you may have a problem in Sales and Marketing at the EVP level. I’ll have my admin call your office to set up an appointment at your convenience. Sincerely, John Handler
From: John Handler [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:26 PM To: [email protected] Subject: RE: CONFIDENTIAL
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Frank, buddy, Good to hear from you. Golf is not being kind to me, not that I get out that often. Obviously, we will respect your need for confidentiality; discretion is what we do for a living. That being said, despite the excellence of your resume, I’m not sure you should look for quick results or take too hard a line on your compensation requirements. Times aren’t what they used to be. Although your qualifications are excellent, there are a large number of people on the market with superficially similar experience. And there isn’t nearly the hiring going on that there was. We will certainly keep your resume in the active file and see what good matches come up. Thank you very much for thinking of Sherman and Hanson. We’ll have to get out and hit some someday soon. Sincerely, John Handler
From: Dom Montain [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:26 PM To: Donna Langhorne Subject: Are you available?<eom>
From: Donna Langhorne [mailto: [email protected]] Sent: Tuesday, April 1, 2003 2:30 PM To: Dom Montain Subject: RE: Are you available?<eom> Come ### A short while after the last email, Dom comes to Donna’s office. She’s behind her desk at the far end of the long room, facing the door, but moves to a
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chair at the end of a coffee table as Dom comes in. He sits at the end of a couch across the corner of the coffee table from Donna. The walls of the room are filled with pictures of Donna at various conferences, receiving awards, and sometimes handing oversized photo-op checks to grateful charitable recipients. There is a framed copy of the Wall Street Journal “tombstone” from the hackoff IPO next to a similar framed tombstone from the secondary. Among the lucite and glass baubles on top of the bookcase are two with miniatures of the tombstones entombed in them. The books in the bookshelf are on finance, general business practices, business law, Bill Gates’ book on Microsoft, several Zagat guides, and a miscellany from vendors and would-be vendors, including books on good hiring practice from Sherman and Hanson Recruiters. On the coffee table are today’s Wall Street Journal and New York Times, Cranes New York Business, New York Magazine, a pile of the most recent hackoff annual reports and an orchid. “When are you moving into Larry’s office?” Dom asks. “Not until the investigation moves out of it. But not long after that. You want my office when I move out?” “No. I want to stay near the developers. Thanks.” “You didn’t come here to talk about real estate. What’s up?” “We have a problem,” Dom says. “Two problems, in fact.” “We have a lot of problems including a company that Larry damn near ran into the ground. But what are the two problems you came to tell me about?” “One: Larry’s cyberkey is missing. Two: you activated the back door for Larry’s office yesterday afternoon.” “How do you know that? You wouldn’t log the back door, would you? I mean that would be pretty self-defeating, wouldn’t it?” “Of course I don’t log the back door,” says Dom. “That would be selfdefeating — you’re right. What happened is yesterday I went up to Larry’s office after staff meeting. Before I went, I activated the back door to ignore me going in. But, when I got up there, I saw you going in so I went back to my office for a while. Then I went back to his office. He was gone and you weren’t there either, obviously. But this morning when the cop interviewed me, he had a log entry of my going in and out of the office. That log entry shouldn’t be there.” “Is the back door broken?” asks Donna. She looks nervous. “No, it’s not broken. The reason the back door didn’t work was that, right after I activated it for me and Larry’s office, you activated it for YOU and Larry’s office. That overwrote my activation. You went in and out unrecorded. Then you deactivated. So the log recorded me going in and out of his office. I was surprised when the cop knew I’d been in the office — I’m not sure whether he noticed that or not — because I thought the back door was protecting me. So I looked at the log to see what had happened. That’s when I saw that you weren’t
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logged, even though I’d seen you go in. So it doesn’t take a lot to figure out what happened. But what were you doing in his office?” “He is…” says Donna, “he was my boss. I went to his office all the time, remember.” “You didn’t deactivate the log every time you went in. You didn’t use the back door. Why did you do it this time?” “Why are you questioning me? Are we playing games? I don’t like games, Dom. I didn’t steal Larry’s cyberkey. And, anyway, I mean why did YOU use the back door? You’re the one who just quit.” “I didn’t say you stole the cyberkey.” “I repeat: I don’t like games, Dom. That’s your thing, not mine. Tell me what you want.” “So why did you?” Dom replies. “I asked you first.” “No you didn’t. ...I thought we weren’t playing games.” “Okay,” Donna concedes, “I went to his office for the same reason you did. I wanted to secure the cyberkey. I didn’t think he was ... rational. That is why you went in, isn’t it?” “Yeah,” says Dom. “And I agree — he wasn’t rational. I thought it was too dangerous for him to have the key. He might’ve suspected me, but chances are he wouldn’t be sure when it disappeared. He’d look at the security log and it wouldn’t show me in the office recently. He’d have to admit, to you at least, that it was gone since we agreed to keep them visible to each other and you’re in and out of his office all the time. When was the last time you saw it there?” “I’m not sure,” answers Donna. “It’s not that I really think to look for it, but I would’ve noticed if it had been gone for long. It wasn’t there when I went to retrieve it yesterday, obviously.” “So,” Dom says, “do you think someone stole the cyberkey and that’s why he killed himself; he was afraid that whoever had it would expose our antitakeover defense?” Donna thinks before answering. “Maybe, but probably not. No one’s supposed to know about the cyberkeys except the three of us. Any one of us could expose the others whenever we wanted but not without exposing ourselves. So who would steal it besides one of us? And we wouldn’t use it.” “Maybe he told someone about it.” “Then he would know who he told,” objects Donna. “He would have a pretty good idea who stole it. And it doesn’t make sense for him to tell anyone about it.” “I have a worse theory,” Dom says. “Go ahead.” “He knew he was gonna kill himself — I don’t know why — so he gave someone the cyberkey so they could expose us. He’s got nothing to lose anymore.” “He’s got nothing to gain, either,” says Donna. “He could be setting someone up so they could blackmail us. Maybe that’s Louise’s insurance policy. This worries me.”
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“Everything worries you. Louise won’t want to defame his memory. Remember the yellow ribbon crap? She’s stuck with him through all his bullshit. If she has it, it’s insurance against us. She won’t actually use it. So, maybe your theory is right and maybe it’s not so bad if it is.” “Well, yeah, if it’s Louise, it’s not so bad. I’m still worried, though. Especially given Larry’s latest project. You did call that off, didn’t you?” “Didn’t have to. The way I understand it, nothing happens without Larry giving the go-ahead. You know him; alpha he kept controlcontrol-freak. And obviously he’s not going to give the go-ahead now. But we’re probably going to have to pay them for it. I mean they did do the work.” “Pisses me off,” says Dom. “But better than having it happen. I think I would’ve blocked it but I was worried.” “Maybe I should give the go-ahead,” says Donna. “You heard what Frank said. The customers still—” Dom stiffens in shock. “NO. This not going to happen! What is it with CEOs?” “Relax, Dom,” Donna says. “I was kidding. It’s not gonna happen.” “I think I’m going to block it so there are no accidents,” says Dom. “That’s not a good idea. You know it’s not a good idea; you told me that any emergency patch is dangerous. And we really don’t want to do any kind of upgrade while we still have those equity parasites who wouldn’t convert to cash. I’ll make sure it’s stopped.” “I don’t know…” “Don’t you trust me? I mean is that why you were questioning me about the back door and the cyberkey?” “I-don’t-know,” answers Dom mechanically. “I-trusted-Larry-and-thatwas-a-mistake. I learn from my mistakes.” “You can trust me,” says Donna. “I mean Larry was treating you like shit. He forgot what we owe you; he even let you quit when there really is no company without you. I KNOW we need you. That’s why I promoted you. You can trust someone who respects you and needs you. Leave it, Dom, please. You’re the greatest, and I trust you when the time comes — IF the time comes — you’ll do what needs to be done. But there’s no reason to take that risk now.” “Okay,” says Dom. “I guess.”
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HOFC Daily Trading 4/1/2003 (at close)
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© 2005 Tom Evslin
Chapter 6 - Davos, January 26-February 1, 2000
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At the end of January or the beginning of February each year a great many newspaper and magazine columns are datelined “Davos, Switzerland”. There is a reason for this. Late January is the time of the annual meeting of the World Economic Forum, and reporters important enough to get invited can write about nothing else. To get to Davos, you fly to Zurich. To get invited to the World Economic Forum in Davos is much more difficult. The World Economic Forum is an organization “committed to improving the state of the world”. It’s members are some 1,000 of the world’s largest corporations. They pay large dues, rumor says up to 300 thousand per year. And their executives are appropriately invited. But many other people are invited as well. Political leaders are invited and come; for Davos 2000 they include Bill Clinton and Tony Blair, Israeli Prime Minister Ehud Barak and Palestinian leader Yasser Arafat, former Israeli Prime Minister Simon Peres and young King Abdu’llah of Jordan, and many, many more. There is an expectation that deals will be made; peace and commerce advanced. The anointed thought leaders from the press are invited; Thomas Friedman, of course, but also David Kirkpatrick of Fortune and — much to the point this year — Tony Perkins of Red Herring and Upside fame. No one who hasn’t read both of these is anywhere near an IPO. The corporate leaders for 2000 include Bill Gates of Microsoft and Scott McNeally of Sun (they have less use for each other than Barak and Arafat). Jeff Bezos from Amazon is here as well as Michael Dell. Michael Bloomberg — who is not yet a mayor — is attending as a business leader. There are Asian billionaires as well; Richard Li of Pacific Century Cyberworks and Masayoshi Son of Softbank are the most prominent. European business is represented mainly by the third to tenth generations of old companies with a sprinkling of telecom executives. South America and Africa are “underrepresented”. To the discomfort of some the members, a smattering of Internet IPO CEOs have been invited as well. They are thought of as nouveau riche which they most spectacularly are. They have not been asked to participate in the major panels but they are on small panels. Some were invited in 1999 and 1998 before most of them were rich but when they were already hard at work changing the world. Most of them won’t be invited in 2001 or ever again. Among the Internet IPO CEO invitees is Larry Lazard of hackoff.com. Inviting him caused some controversy in WEF’s normally placid Geneva headquarters. He was first considered in 1999 because of hackoff’s unique business model and rapid growth in book value but was rejected both because of his criminal background and, more importantly, the name of his company. The argument for 2000 had to be settled by Klaus Schwab himself, the founder and only leader the WEF has ever had. Herr Schwab, he was originally German, decided that 1) Larry was not the first criminal to be invited; 2) the name is offensive but it has a marketing purpose and there are many things about America that are offensive; 3) hackoff, with its marketcap now over five billion dollars, had to be invited. So Larry, who was previously only vaguely
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aware of the WEF and Davos, was invited and, as with all invitees, invited to bring his spouse. That’s why on Wednesday, January 26, 2000, Larry and Louise are disembarking into the caverns of Zurich airport after an overnight flight from Newark. The trains leave from beneath Zurich airport. Larry and Louise have checked their bags through on Swiss Rail so it is an easy transition from plane to train. Clearly, some of the other people are also Davos-bound – they have the look. More to the point, they are proudly displaying WEF luggage tags which were thoughtfully distributed in advance. Once beyond the suburbs of Zurich, they change trains to a line that makes the serious assault on the Alps necessary to get to Davos. Now the train is half-populated by people going to WEF and half by skiers who won’t be going to Davos this week because there is no room at the inn — or anywhere else in Davos. It is snowing heavily, but the train continues to climb in its single-track ravine. It has a snowplow mounted on the engine, so snow swirls back past the windows of the cars. It’s hard to imagine where the snow goes once it blows by the train, since the ravine is narrow. But the train sticks to its schedule. Downward trains pass at stations where there are two tracks; synchronization is what one would expect in Switzerland. There is nothing impressive about the station the Lazards debark at in Davos. It’s built of dirty yellow brick; scraps of paper dance with the snow on the platform; the wind is cutting. It’s not immediately clear where to go to get baggage; they don’t see any baggage unloaded from the train. Larry finds a door that leads to a lit room with a few suitcases in mostly empty racks. He goes in. “Fuck,” says Larry to Louise when he comes out. “The bags aren’t here. They’re going to come ‘spater’. That’s later, I think. But I don’t know what the fuck he’s saying. He doesn’t speak any English. I thought all Swiss spoke English. I thought they knew how to run a railroad.” They take a cab to their hotel — the Sunset Reiser. They have been warned that Davos doesn’t have nearly enough luxury hotel rooms for the five thousand or so luxury-accustomed guests who are attending. Rooms are assigned by the same mysterious process that gets people invited to Davos in the first place. World political leaders, who are surrounded by security people, need a lot of room; they take most of the space in the big resort hotels. Duespaying corporate chieftains are next in the pecking order. Apparently, newlyminted paper billionaires whose companies have embarrassing names are at the bottom of the hotel heap. “Fuck,” says Larry to Louise. “This hotel sucks. The phone has no jack; I’m gonna have to hack it or tear the wall apart to get online. We got those fucking — or actually non-fucking — European twin beds. The hot and cold water come out different faucets. The sink is stained. We’ll be lucky if the toilet flushes…”
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“Everybody who knows we’re coming here is jealous,” says Louise. “Most people would sleep in a tent to say they were invited to Davos. They all want to know how we got invited.” “Yeah, we’re cool,” Larry says. “But the hotel still sucks and we still don’t have our bags and…” The phone rings. It is Magdala Rottenthur who has been deputized by Herr Schwab to be their guide and helper. She expected them to arrive about now and wants to know if she can show them around and help them with registration or anything else. The bags, she explains in very precise but idiomatic American English will, of course, not be here until tomorrow. Apparently the transfer always takes a day at the airport. Yes, certainly, the preparation kit should be amended to say that — you can almost hear her taking a note — and she is personally very sorry. Is there anything they need very much in the luggage? Any medicines? Does Mrs. Lazard need to get makeup? But Larry and Louise are experienced travelers; they packed their shortterm needs into their carry-ons. There won’t be a problem unless the bags don’t come by tomorrow night. But, wait, Larry has no suit until the bags come. That is not a problem, says Magdala. Not at all. At least half the men don’t wear suits to the panels. Just a sports coat is fine, preferable in fact. But Larry doesn’t have a sports coat either in his carry-on or delayed baggage. Not a problem either; some men just wear a shirt with a collar. Does he have that? Yes. Nothing being a problem, they agree to meet at the Congress Center. It is just up the street from Sunset Reiser. But they must be very sure to go the right way on the street, because just past the Sunset Reiser is the area where the anti-globalization protestors have gathered. The demonstrators have, unfortunately, somehow made their way to Davos even though they were supposed to be kept one town away. However, the Swiss police have prepared for this contingency and will not let the protestors pass a line which is, unfortunately, near the Sunset Reiser, but in the opposite direction than the Congress Center. From the front, the Congress Center presents a poured concrete brow just a story and a half above the sidewalk. This is deceptive because most of the building is built into the side of a hill that slopes down from street-level. In fact, there are at least four more stories below the entrance level and the place is huge. When the Lazards go in with Magdala, security is ready to make their badges. They must take a new picture, which is not only visible on the badges but digitized and stored in a database. In this way, when a badge is passed over the security device, a blow-up of the picture appears on a screen visible to the security guard, who really does look at it. Bags go through one scanner and people go through another one. It’s much more efficient than an airport. No lines and, apparently, no slip-ups. Most of the security soldiers have Uzis. Besides those who have obvious functions such as looking at security pictures, there is a fairly large contingent
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of soldiers whose mission seems to be just to cradle an Uzi ready for use. To a bad guy, it’s probably intimidating. Once through security, Magdala explains, you take off your boots and check them with your coat and put on your inside shoes. Mr. and Mrs. Lazard did see the section in the prep material that explains about the need for inside and outside shoes? Yes, they have their inside shoes with them. Excellent. Efficiently, Magdala shows them the kiosks where they can get Internet access; the rooms where they can plug their own PCs into an Ethernet connection; the windows where they get tickets to the sessions (the popular ones fill up fast so they should submit bids very early); the hall where keynotes are given. Bill Clinton will give one. Ted Turner will give another. The sessions Larry is participating in are not in the Congress Center; they are in various hotels but all are very close. There is a map. As they go back to their hotel, the Lazards see that battle lines have formed. A Swiss Army water cannon blocks the street just past the Sunset Reiser. Troops in full regalia with Plexiglas shields, Uzis, and batons flank it. Bright lights shine from the water truck and a couple of jeeps into the bearded and mufflered faces of the anti-globalization protestors. The ragged but somewhat disciplined crowd has begun to throw snowballs at the troops. Most are stopped by the shields, but an occasional lucky shot tops a shield and lands on a soldier’s helmet. Since only lobs succeed in this, no real harm is done and the soldiers appear impassive, although their real faces are hidden by the insect noses of their goggle-eyed gas masks. “Fuckin’ idiots,” comments Larry. “Who except an idiot would throw snowballs at a man with an Uzi? Actually,” he muses, “they’re probably here because they can be pretty sure they WON’T be shot, so it’s all for show. Looks brave but they’re just taking advantage of the Western values they say they hate. They don’t do this in dictatorships.” “I’m glad you’re feeling better,” says Louise. “But you’re turning into a real old fart member of the establishment. Must be the money.” “Yeah. I earned it, though; WE earned it. No one gave it to us. We took risks. And we don’t have it yet, either. A billion dollars and change! Wow.” A billion dollars is the current paper value of the Lazard’s hackoff stock; it’s currently trading in the 130 to 140 dollar range. “I knew a guy who knew a guy who was at Kent State,” says Larry back in his role as commentator on the standoff at the Sunset Reiser. He said what happened was the National Guard troops lost it because they ran out of tear gas or their tear gas didn’t work or something like that. So there’s a bunch of guys standing around getting rocks thrown at them and they have too much equipment on — including their rifles and bayonets and other stuff — to throw rocks back. And they lose it; or someone loses it, and they shoot because it’s all they can do to stop the rocks. So these guys out there better hope that the Swiss guys have good tear gas or something or they could get nervous and use those Uzis.”
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In downtown Davos, far from the front line, other protestors have just thrown a table through the window of a McDonald’s in a blow against both American imperialism and carnivores. They have also attacked a fallen policeman. These actions break a defacto détente. Word of the incident is radioed to the troops at the Sunset Reiser at about the same time as the other side gets word through their mobile phones and gives a ragged cheer. They increase the volume of snowballs. In true revolutionary tradition, a couple of them try to pry out cobblestones, but the cobblestones are frozen fast. An order is given. The water cannon lowers its muzzle to the crowd. A captain orders them to disperse in all four of Switzerland’s languages and English. The crowd is defiant. The soldiers take a step forward in unison and the water cannon fires. “Idiots are lucky the water cannon worked,” says Larry. “Otherwise they coulda got shot like the kids at Kent State. Now they’re just wet and cold and they can feel like heroes.” The idiots (or heroes) stumble away from the confrontation, some with newly-formed ice in their hair or beards. The disciplined soldiers don’t pursue them. # Thursday is the first day of the conference. Well-instructed and reasonably well-rested, Larry and Louise climb the hill to the Conference Center wearing their boots and identity tags and carrying their inside shoes and the programs in which they’ve circled the sessions they want to attend. The streets and sidewalks have been swept of the previous night’s snow, but it is cold and light and it swirls back in a sparkling dust which crunches slightly underfoot. On the way, they see an outdoor platform where MSNBC is doing interviews. “Want me to call Eve and see if she can get you on?” asks Louise. “Yeah, sure,” says Larry. “What the hell. Might as well give it a try. Actually, she shoulda thought of making press appointments. Give her our password to the conference website and she can find out what other press is here.” “Yes, sir,” says Louise. “Please,” says Larry magnanimously. “Right.” Security works. No lines, but everyone is identified, scanned, cleared. Inside there are bags to put boots in before checking them with coats. First disappointment is session tickets. Larry’s first choices and second choices — mostly technical but one on the tulip bulb bubble — are all filled. So he decides not to go to any. Louise had a more eclectic choice — art, philanthropy, health — but doesn’t get her choices either. Patiently, she makes more choices until
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she’s filled her whole dance card. She does get into a talk by the inventor of Dolly the Sheep and another on how to minimize jet lag. “That’s Yasser Arafat,” Larry almost shouts. The grubby man in a dirty suit with his trademark four-day stubble is just a few feet away from them. There is no noticeable security. There are no crowds of sycophants around him or the other somewhat less-celebrated celebrities the Lazards begin to identify. It does seem, however, that there is a rule that all celebrities know all other celebrities at least well enough for cheek kissing. “There must be a lotta other places where they hang out together,” Larry guesses. The Europeans are very fond of Bill Clinton. The French, in particular, feel that the Monica Lewinsky affair was unfair, yet another example of America’s lack of civilization. Of course, he has a mistress. He is a man of power; all men of power have mistresses. They manage to say this slightly out of earshot of their wives. And this George W. Bush; he is not a sophisticated person. He is a Texan, a cowboy, the worst kind of American. He may not ever have been to France. Probably doesn’t have a mistress either. They are looking forward to Clinton’s keynote. They are regretting that he won’t be back as President next year. But a terrible thing has happened. There is an article in the Wall Street Journal accusing Klaus Schwab of having guided World Economic Forum contracts to companies in which he, personally, had an interest. Clearly the article must have been written by a reporter who was disappointed not to be invited to Davos and is taking revenge in print. Look at the timing. There must be a good explanation. And, of course there is. Herr Klaus practices what he preaches. These are excellent entrepreneurial companies. He has invested in them and mentored them to help them. He has steered contracts to them for the same reason: they deserve help and they are good at what they do. What could be more consistent? We shouldn’t get distracted by this when there is great work to be done in making the world a better place. Larry is leading a luncheon discussion at a hotel a cab ride away from the Congress Center; he is one of two males not wearing a suit or a sports coat. The subject is the role of the Board of Directors. Attendees include a Belgian hotelier, the Queen of a tiny European principality, a French government official, a Japanese software entrepreneur, an Israeli electronic hardware entrepreneur (also in shirtsleeves), an American telecommunications executive, Louise Lazard, a British financial journalist, and a well-known Italian author of children’s books who is there, however, as a spouse. There is also an expediter from WEF to tell them what to do. It is not clear whether she is supposed to have a speaking role in the discussion. It is possible that she was cloned from Magdala. Two excellent wines are served. The continental Europeans smoke while they eat, which makes the asthmatic Japanese cough and sneeze which is a cultural embarrassment to him.
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“It’s pretty simple to us,” says Larry, who is supposed to kickoff the discussion, as they say in the United States. “The Board represents the shareholders, the owners of the company. Before you go public — before WE went public — those were the VCs — I mean venture capitalists — and founders who owned the company. The most important thing is that they represent the owners.” “Our view is much less limited,” says the Frenchman. “In our view it is the role of the Board to represent ALL the stakeholders. This includes the owners, of course; but equally important are the employees and the community in which the company operates as well as the government, of course. I myself serve on several boards for just these reasons.” He lights another French cigarette. “We had union representatives on our Board once,” says the American telecommunications executive. “They were arrested for trading on insider information.” “What about customers?” asks Larry. “What about them?” asks the Belgian. “Are they stakeholders who get a seat on the Board?” “I wouldn’t want to be on a Board,” says the Queen, who unfortunately sprays when she talks. “I am a customer and I don’t want to be on a board.” “Typically, not,” explains the Belgian. “It is not the tradition.” “And in Japan?” asks Larry. The Japanese does not speak English well. It is even more difficult for him because his cough has worsened alarmingly. Although it is impossible to know exactly what he said, there is apparently an elaborate tradition of how Boards are constituted in Japan, with due consideration to creating the interlock necessary in order for keritsu to operate efficiently. “That would never work in France,” says the Frenchman, creating yet more smoke. “We’re with you Americans,” says the Israeli before being asked. “We practice American style capitalism; it works.” France, Belgium, and the principality may be conducting their own boycott of Israel. They don’t appear to able to hear the Israeli although he doesn’t speak softly. “We believe that the company belongs to its owners; it must be run in their interest,” says Larry. “Employees have to be treated well, so they’ll perform well, which is good for the owners. Good community relations are good for the owners, too, so it makes sense for companies to participate in local communities. But the owners are still the owners, so the Board oversees management to assure that all the owners’ interests are protected, that the company is NOT run just for the benefit of management. “Now the interesting question is: WHICH owners is the company run for? Is it run for the stockholders who want to sell tomorrow? Is it run for the stockholders who have a medium-term view? A long-term view?”
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No one except Larry (and possibly Louise, who is silent) seem to think this is an interesting question. Each person repeats what he or she has said before in slightly different words. The Italian author is appalled to think that a company would be run just for its bottom line. “No wonder,” she says. The British financial journalist clears his throat and proclaims the UK somewhere between the US and the continent on the subject. The Israeli tactlessly points out the wealth being created by NASDAQlisted companies both in the US and in Israel. “The British system would not work in France,” says the Frenchman, who still cannot seem to hear the Israeli. “If your Boards represent all these constituencies,” asks the indefatigable Israeli somewhat sharply, “who chooses them?” “What do you mean?” asks the Belgian, shocked into recognizing Israel by the direct question. “So,” says the Israeli: “It’s very simple. In Israel and the US, the Board represents the owners. So the owners, the shareholders, do elect the Board. If a French Board, for example, represents other stakeholders, who decides who should be on the Board representing the other stakeholders?” The Frenchman still does not recognize Israel so the Belgian answers for him: “The Board does.” “The Board elects itself?” asks Larry. “Well, government may appoint its members,” says the Frenchman, “and management recommends its members; but the Board is in a position, as you would say, to best determine how other stakeholders are represented.” “So the Board does represent no one but itself,” says the Israeli. His tone says “Q.E.D.” Almost everyone manages to ignore this rude conclusion. Except for Larry, who says, tactlessly: “Good point.” There is a long silence. “Would anyone like to order desert?” asks the woman from the WEF. Most people would. The conversation becomes social and Larry, the moderator, makes no attempt to bring it back to business. The Israeli buttonholes Larry as they leave the luncheon: “You are going back to the Congress Center.” “Uh … yeah, my wife and I are.” “So we’ll share a taxi.” “Yeah, sure,” says Larry, not sounding sure. “This is my wife, Louise.” “Hello, Louise,” says the Israeli. His name is Chaim Roslov, pronounced with a guttural like Chanukah. The driver of their cab doesn’t speak English but the multi-lingual Israeli establishes Spanish as a lingua franca and directs him to the Congress Center. “You certainly pointed out that Boards that are supposed to represent everybody really represent nobody,” says Larry after they’ve settled into the cab.
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“Yes,” says Chaim. “They are Europeans. But I wanted to talk to you about something else.” “Yes?” “You are Jewish.” It is not a question. “Only half,” says Larry. “How do you know?” “I know,” says Chaim. “Your mother was Jewish.” Apparently question marks are not in his English vocabulary. “Right,” says Larry. “Then you’re Jewish.” “Right,” says Louise, amused. “But I don’t practice,” Larry objects. “I’m not asking you to synagogue,” says Chaim. “Practice does not matter. But you are a Jew.” “I guess…” “You are free for breakfast tomorrow,” Chaim asserts. “I think so,” says Larry. “For what?” “There is an important meeting. Simon Peres is coordinating this. We must do something to create opportunity for Palestinians. There must be hope for them or there will be no peace. We have a plan; we want your help.” “I don’t even know any Palestinians,” says Larry. “I don’t think I can help.” “You can help,” says Chaim. “You must come to the meeting.” “We will come,” says Louise. “Only your husband may come.” “Why?” asks Louise. “Are you orthodox? Are you afraid of women? I’m Jewish — all Jewish.” “Your husband is the principal. It is he who must come. If you are the principal, you would come. It must be that way.” “Why must it be that way?” asks Louise. “It must,” says Chaim flatly. The Lazards say nothing so he relents slightly. “There is not room and there are security considerations. You will come, Larry.” It is almost, but not quite, a question. “I will come,” says Larry. “It is important,” says Chaim. # The breakfast meeting is in another hotel in a medium-sized conference room. The chairs have been arranged in an oval, and Simon Peres sits in the middle of one of the long sides of the oval. Larry takes an empty chair near one of the ends. Chaim is towards the other end but there is no seat open near him. A young, black-haired functionary from the WEF speaks first. “The World Economic Forum has a proud history of being the venue for progress on
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otherwise intractable issues. Much of the discussion that led to the Oslo Accords began here in this neutral territory where direct communication is possible. In the midst of unparalleled global prosperity and relative peace, we must do what we can to solve the world’s most intractable problems. We may not succeed, but we have no excuse not to try. Prime Minister Peres has been kind enough to host this breakfast so we may discuss part of what we can do. Before we start, I’d like to go around the room and ask each of you to identify yourself, your country, your company, and state briefly why you are here.” When the introductions reach Larry, he says: “I’m Larry Lazard; I’m an American. My company is hackoff.com; we do security for e-commerce. I don’t know why I’m here. Chaim asked me to come.” Peres turns his large gray face to Larry: “We’re glad you’re here, Larry Lazard,” he says. “You’re here because you can help.” After the introductions, Peres himself speaks: “We are here because there are problems which must be solved,” he says. “The greatest obstacle to peace in the Middle East is the lack of hope among young Palestinians. We are doing something about that. The danger is that, in the Middle East, hope is its own worst enemy. There is a story about an asp and a camel who meet on the banks of the Suez Canal. ‘Take me across on your back,” said the asp to the camel.’ “‘I can’t do that,’ said the camel to the asp. ‘You will sting me.’ “‘I won’t sting you,’ said the asp. ‘If I sting you, you will die and I will drown.’ “‘Okay,’ the camel said and the asp got on his hump. Halfway across the canal, the asp stung the camel. “‘Why did you do that?’ asked the dying camel. “‘Because this is the Middle East,’ said the asp before he drowned. “We cannot allow ourselves to be drowned — to remain trapped in this cycle of despair and violence,” continues Peres. “We must create hope where there is no hope. We must give young Palestinians an alternative to violent death. That alternative comes from jobs. We must export some of the potential of the Israeli economy and the world economy to the Palestinian territories. “We are doing that. We are establishing businesses and factories there. We are creating jobs and we are creating hope. But there is great resistance to this when it is perceived to come from Israel. There is a brave Palestinian woman who has risen to be the plant manager of one of the enterprises we created. She has risen above the squalor and despair she was raised in. But her own father has called for her death; a local imam has declared a fatwah against her. She may not live long although this brave woman does live today. “So we need you who are not Israelis to create jobs in Palestinian territory, in the West Bank and in Gaza. We need you to create hope. We need you to create an alternative to violence and death. We will help you; we will put you in touch with the right people; some of them are here at the conference. But we must be invisible and you must be visible. Otherwise this remains the Middle East. The asp will bite the camel. And both will die. Will you do this?” Many say they will. Names are taken; appointments are made.
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“Will you help, Larry Lazard?” asks Chaim, who is now somehow seated next to Larry. “I would like to,” says Larry. “I mean this sounds like a very good thing, but I’m not sure how I…” “My friend Larry Lazard and I will help,” says Chaim. The great head turns toward them. “We will work to create jobs in the territories. We will outsource there. We will create well-paying programming jobs there and we will save money for our companies doing this. It is what our friends the Americans call a win-win.” “So,” Larry explains to Louise later, “I’m going to be put in touch with a Palestinian who’ll be our contact for contracting some of our programming to a group in Jenin. They’re supposed to be good; they can do it cheaper than we can get it done in the US. And we save them from being suicide bombers.” “Was Barak at the meeting?” asks Louise. “No, why?” “Isn’t that strange?” “The whole thing is strange,” says Larry. “Davos is strange. Being a billionaire is strange. I don’t know.” “We’re there any Palestinians at the meeting?” asks Louise. “No.” “Does that tell you anything?” “No. I told you; I’m going to meet a Palestinian. This is a good thing.” “We’ll see,” says Louise. “Why are you so negative?” asks Larry. “You’re the JAP. You’re the 100 percent pure Jew. You had a Bat Mitzvah, for Christ’s sake.” “I don’t know,” says Louise. “I don’t know. We’ll see. I am glad you’re trying. I’m glad that chauvinist pig Chaim recruited you.” “So that’s it; you’re still pissed off that you weren’t invited to the meeting.” “No, that’s not it,” says Louise, then: “Yes, it is. I AM pissed off. But that’s not what’s bothering me. I don’t know. Try. It’s the right thing to do. Meet the Palestinian. And remember the camel.” “Dom’s gonna have a cow,” says Larry. “He isn’t gonna wanna outsource. He wants to keep control of everything.” “You’re not doing this just to spite Dom, are you?” “No. Of course not. But he won’t like it. That’s the way he is.” “Just involve him,” says Louise. “Just tell him why you’re doing it. He’s Jewish, too; he’ll understand. Send him to Israel to figure out how to make it work.” “I need him; can’t take the chance of him getting killed by a suicide bomber,” says Larry. “Anyway, who cares if he’s pissed off?” “Going to any good sessions?” asks Louise. “Can’t get into anything good,” says Larry. “They’re all booked up. Wonder if there are scalpers here. But, anyway, I did get into a session on Mushrooms and Man. Probably no one cares about that except me.” “Sounds good,” says Louise.
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### Media Contact: Eve Gross Chief Marketing Officer 609 555 1000 [email protected] Media Alert HACKOFF.COM CHARMAN AND CEO TO BE INTERVIEWED ON MSNBC FROM WORLD ECONOMIC FORUM IN DAVOS Davos, Switzerland – January 28, 2000 – (BUSINESS WIRE) hackoff.com (NASDAQ:HOFC) CEO Larry Lazard will be interviewed on MSNBC at 10AM EST on Friday, January 29. Mr. Lazard is one of a select group of leaders of the international economy who have been invited to participate in the prestigious annual meeting of the World Economic Forum in Davos, Switzerland. ###
The Interview
Eve has come through. Larry has an interview on the outside platform with MSNBC. The green room is a porch of the platform above the snow. No makeup is necessary in the outside light. The host is Roger Ratherson. # Roger: Larry: Roger: Larry Lazard, Chairman and CEO of hackoff.com, welcome to MSNBC live coverage from Davos. Roger, thanks for having me. Well, how does it feel to be here at Davos with world leaders from so many disciplines? From government. From the press. From the private sector. How DOES it feel? Well, Roger, I’m very honored, of course. I realize I’m not here as Larry Lazard but as the CEO of a successful company. A company whose success is a tribute to many other individuals. But it is important to realize that we are a part of the world economy and that the work that we do day-to-day affects not only our customers
Larry:
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Roger:
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and our employees but an increasingly interdependent world economy. And it is important to realize that success in one place, one part, of that world economy, can be the engine, the leverage for success in other places. Well, Larry, that certainly is the message of Davos 2000, isn’t it? The world economy IS interconnected. We cannot ignore that fact. We cannot evade the responsibility we have in an interconnected and interdependent world. Yes, Roger, that is a fact. We ARE interdependent. So, Larry, let me ask. What is the role of adult websites in this interdependent world? You are here as a representative of uh ... hackoff.com because of its success on the NASDAQ which is, indeed, a world market. What is the contribution of adult content to the world economy? Excuse me, Roger, I think you’ve been badly briefed ... uh, misinformed. Hackoff.com is in the Internet security business. We are NOT in the pornography business. Our role is to assure that e-commerce is as safe — no, safer — than traditional commerce. And that is very important to the interconnected world economy because it is only through e-commerce that a vendor in say, the Gaza Strip, can reach... Larry, I appreciate the explanation. However, I’m sure our listeners are interested in the answer to the question of how adult content is part of the world economy. Roger, my company does Internet security; we are NOT a content provider. Not an adult content provider; not any kind of content provider. Aren’t some of your customers providers of adult content? Yes, I guess. I mean adult content is part of e-commerce. Adult sites take credit cards. They have to protect their customers’ credit card numbers against hackers. And there is no one better at protecting against hackers than hackoff.com. Don’t you own a part of all your customers? Isn’t your business model to take a share? To, in effect, become an Internet holding company? Roger, you have been well briefed. Yes, taking an ownership share in our customers is part of what make hackoff unique. We... So, Larry, as the “owner” of adult sites, can you tell our listeners the role of adult content in the world economy?
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Roger: Larry: Roger: Larry:
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Roger, we don’t own part of any adult sites. But I thought that was your business model? Our customers have the choice of paying us in cash or in equity. The adult industry has elected to pay in cash so I don’t believe we hold any equity in adult content companies. Does this mean that adult content is the most profitable segment of e-commerce? Maybe. I don’t know. You could make an argument that pornography drives technology... What do you mean? Well, look at the record. People bought VHS when they could get porno to show on it. Before that there were Super-8 movie projectors. The Internet is only one of a long line of technologies whose popular adoption has been driven by “adult content”. Why do you think people bought Polaroid cameras? Larry, I don’t know. Why did people buy Polaroid cameras? I suppose it was because they could see what their pictures looked like without waiting for them to be developed. Like digital cameras today. Maybe some, but not mainly. They bought ‘em so they could take pictures of their girl friends that they wouldn’t have to send to a developer. Look, everyone knows that the first book to be printed on a printing press was the Gutenberg Bible. Do you know what the second was? Well, we’re running out of time before our next guest; the woman who is now CEO of one of the ten largest US companies. But, Larry, what was the second book published on a printing press? It was Pamela, a soft-porn novel; we’d call it a soap opera today. That’s certainly an interesting factoid. Thank you Larry Lazard, CEO of hackoff.com. Our next guest is...
###
The Chat Board
Larry on CNNFN by: thewatcher02 (35/M/New Rochelle, NY) Msg: 9001 of 9016 01/28/00 10:45 am
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Larry Lazard is going to be on MSNBC from Davos at 3PM today!
Re: Larry on MSNBC by: ChorusLine (22/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 9002 of 9016
Posted as a reply to: Msg 9001 by thewatcher02
01/28/00 10:51 am
That should send the stock up this today! It’s already at an all-time high!
Re: Larry on MSNBC by: pooper Long-Term Sentiment: Sell Msg: 9003 of 9016
Posted as a reply to: Msg 9002 by ChorusLine
01/28/00 10:54 am
What’s Lazard doing skiing? He ought to be running the company. That’s why he gets the big bucks.
Re: Larry on MSNBC by: Jumbo10 (43/M/New York, NY) Long-Term Sentiment: Strong Buy Msg: 9004 of 9016
Posted as a reply to: Msg 9003 by Pooper
01/28/00 10:59 am
This is a good chance for Lazard to tell the company’s story to a worldwide audience. It is important to get foreign investors into the stock; they don’t sell as fast. And we need more fuel to keep going up. Given where the stock is trading, it does look like the US market understands our story but I don’t think there’s much foreign ownership.
Re: Larry on MSNBC by: scooper
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Long-Term Sentiment: Buy Msg: 9005 of 9016
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01/28/00 11:05 am
Posted as a reply to: Msg 9003 by pooper
pooper, you’re still an asshole. Larry is in davos because he’s important. Everybody important is at the world economic forum everybody knows that except you cause you’re not important.
Larrys on NOW by: thewatcher02 (35/M/New Rochelle, NY) 01/28/00 11:06 am Msg: 9006 of 9016 Larrys on! But the guy thinks hackoff is a porno site.
Re: Larrys on NOW by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 9007 of 9016
Posted as a reply to: Msg 9006 by thewatcher02
01/28/00 11:07 am
The companys been public for sex months and the Lizard still cant tell the jerkoff story. If he ever does tell the truth about the company everybodyll sell except maybe shills like chorusline and jumbo that probably sold already when they got all you jerkoffs to buy.
Re: Larrys on NOW by: scooper Long-Term Sentiment: Buy Msg: 9008 of 9016
Posted as a reply to: Msg 9007 by Alaska60-60
01/28/00 11:09 am
Alaska, you asshole, you’ve been running the company down since the stock opened at 15. Now its almost 10 times that and you’re just pissed that you were wrong and missed a chance to make real money or worse maybe you’re short and you can’t get out. I bet that’s it; that’s why you spend all your time on the hackoff board bashing the stock. It’s because you’re caught in your own shorts; talk about jerking off.
Lizard lost his mind by: Alaska60-60
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01/28/00 11:12 am
Long-Term Sentiment: Strong Sell Msg: 9009 of 9016
now the lizard is giving a lecture on the history of porno. hes lost his fucking mind. hes not talking about jerkoff.com; hes just talking about the whole jerkoff business, the fucking history of porno.
New High? by: thewatcher02 (35/M/New Rochelle, NY) 01/28/00 11:18 am Msg: 9010 of 9016 HOFC’s at 147 1/2. New alltime high!!!!
Larrys Interview by: Jumbo10 (43/M/New York, NY) Long-Term Sentiment: Strong Buy Msg: 9011 of 9016
01/28/00 11:22 am
Larry didn’t do his job; no question about that. He is supposed to sell the company, not give bullshit lectures. Being at Davos may have gone to his head and that’s not a good thing. No CEO is going to look out for us, of course, its all about what’s in it for them but it’s better for us when they’re in it for the money than when they get carried away on an ego trip. We don’t have any shares in Lazard’s ego. But maybe he can make some good deals there at Davos. There are other e-commerce CEOs there and Bill Gates and Michael Dell and Jeff Bezos. Maybe hackoff can protect Amazon; that would be a great story for the stock. So I’m keeping hackoff at a strong buy for now even though Larry fucked up. Maybe he’ll get his ego under control and sell something he can announce.
Re: Larrys Interview by: PacPhil (22/M/New York, NY) Long-Term Sentiment: Buy Msg: 9012 of 9016
Posted as a reply to: Msg 9011 by jumbo10
01/28/00 11:24 am
Good points, Jumbo. You’re probably right.
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Was Larry on? by: CLess Msg: 9013 of 9016
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01/28/00 11:26 am
Was he on??? What’s the stock at?
Porno Rules by: TestTost (32/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 9014 of 9016
01/28/00 11:30 am
Larry was right about porno; it’s hot. He’s right to talk about porno; people like it and hackoff makes money from it protecting the websites.
Re: Larrys Interview by: ChorusLine (22/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 9015 of 9016
Posted as a reply to: Msg 9011 by Jumbo10
01/28/00 11:35 am
Larry’s on an ego trip. Larry’s at the World Economic Forum what will the street think?
Stock Down by: thewatcher02 (35/M/New Rochelle, NY) Msg: 9016 of 9016 HOFC at 142! Big volume! 01/28/00 11:40 am
### It’s Friday party night at Davos. The parties are put on by individual companies and countries; some require an invitation; some don’t. Some no one even hears about he or she is supposed to be there. The welcome kit is full of invitations and the Congress Hall as well as many of the hotels have room after room devoted to parties open to all WEF attendees. The protestors are still
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being held at bay just past the Sunset Reising although their numbers have been swelling ominously. Larry and Louise have been invited to several dinners. They decide to go to one sponsored by a major American accounting firm that gave them Palm Pilots as a welcome gift to Davos. The dinner is in the banquet room of one of the few luxury hotels in Davos. The banquet room and ancillary rooms are filled with borrowed masterpieces from several art galleries. Most of the pieces are classical, so the buffet line snakes through fawns, nymphs, and satyrs. Hercules — with a big club, a large dick, and his trademark lion skin draped over one shoulder — stands guard over one of the bars. Perseus — with poor Medusa’s head and an even larger dick — watches over the other. A number of partners from the sponsoring accounting firm are at the table with Larry and Louise. The subject is new rules which prohibit the auditors on an account from having any ownership interest, no matter how remote, in a firm they audit. “That does seem to make sense,” says Louise conversationally. “Well, yes, it does SEEM to makes sense,” replies one of the partners. “But the issue is more complex than it seems. We can’t actually figure out what the rules mean. There are some forms to fill out regarding our non-conflict of interest and we can’t figure them out either.” “What’s so complicated?” asks Larry. “You guys usually charge us an arm and a leg for figuring this stuff out. Either you own a piece of the company you’re auditing or you don’t, and the rules say you can’t, so you don’t and you fill out the form and say you don’t. What’s so complicated?” “Well, suppose that you own shares in a mutual fund and the mutual fund owns stock in a company you’re auditing. Is that against the rules?” “I don’t know,” says Larry. “Is it?” “We don’t know either. The rules seem to say you can’t do that.” “Okay, so you can’t. Still don’t see what’s so complicated,” says Larry. “Suppose you don’t know that mutual fund has stock in the company you’re auditing? Then what?” “So if you don’t know, then you don’t have any conflict so no problem,” says Larry. “But that’s not what the rules say, so there IS a problem,” complains the bedeviled audit partner. “The rules say you can’t directly or indirectly own shares in a company you’re auditing. And the forms ask if you own shares, not if you KNOW you own shares. So, if you own any mutual funds, how can you fill out the forms?” “So, you don’t own mutual funds,” says Larry helpfully. “I’m going to have to start charging you guys for advice.” Louise kicks him under the table. “Well, that’s not so simple either because your pension plan may own mutual funds and those mutual funds may own stocks in companies that you’re auditing. And it gets worse because a company you own stock in may
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own or buy part of a company you’re auditing and, whether you know that or not, you still might be in violation.” “But it wouldn’t make any sense if the regulations mean that you have to avoid a conflict you don’t KNOW you have,” says Louise. “And it wouldn’t be fair, either.” “I’m afraid we can’t rely on either logic or fairness in interpreting the rules,” adds the accountant condescendingly. “I’ve never known an accountant to rely on logic or fairness before,” says Larry, suddenly hostile. “It’s usually just your clients who get hurt when you can’t figure out the rules. Now it’s you guys.” This conversation is over. On the other side of the Lazards are the CEO of one Internet backbone company and the Chairman and founder of another. They don’t have spouses with them and are deep in conversation. They apparently know each other well. Louise takes this opportunity to start a new conversation. “Do you both live in Bermuda?” she asks. “Bermuda?” repeats the CEO, looking puzzled. “Bermuda?” echoes the Chairman of the rival company. “Yes,” says Louise. “I looked your companies up and they’re both based in Bermuda. Isn’t that right?” “Oh,” says the CEO smiling, “we’re both actually American companies but we have a great deal of international income, so it makes much more sense to be headquartered in Bermuda from a tax point-of-view.” “But,” asks Louise, “if your headquarters are there, don’t YOU have to be there?” “Just for one board meeting a year,” explains the chairman. “I always take the wife and the golf clubs.” “Yeah, hackoff.com is a Delaware company and we don’t go there either,” says Larry. “What business is ... er … what did you say the name of your company is?” It is not clear whether the chairman is too near-sighted to see the company name on Larry’s badge or just doesn’t want to stare. “Hackoff.com. We provide security service to websites. I’m sure a lot of the same companies that buy Internet access from you guys are customers of ours for security. We protect them from hackers defacing their sites or, worse, stealing credit card information.” “Oh, yeah, I’ve heard of you guys,” says the CEO. “Don’t you have huge market cap and almost no assets?” “Our assets are our intellectual property and the shares we own in many of our customers.” Larry is almost growling. “No harm meant,” says the CEO cheerfully. “I meant that as a compliment. I have heard of your business model including the pyramid … er ownership stake you have in your customers. It’s brilliant. Congratulations. Fighting off hackers isn’t easy, either. Glad someone is doing it before they ruin the Internet.” “Thanks,” says Larry, apparently mollified.
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There is a conversational lull. “I have another question,” says Louise. “Fire away,” asks the chairman, looking back up from Louise’s chest to her face. “What’s a ‘swap’? I read about them in the Wall Street Journal and I couldn’t help overhearing you gentleman talking about them earlier.” “That’s an easy one,” says the CEO, also looking up. “We swap capacity on each other’s networks. That gives us both a presence in a place where we might not have built out and lets us turn our building expense into income. We both have a lot of extra capacity because of the way we build so we can do a lot of swaps.” “Why does the way you build give you over-capacity?” asks Larry. “Why don’t you build just what you need for the near future?” “When you’re laying fiber, most of the expense is in the actual digging or laying of an undersea conduit. There is no significant extra expense in filling that conduit up with fiber, especially if we don’t light it. So that’s what we do. We are probably putting in from twenty to fifty times as much capacity as we need right now. But, with the Internet doubling every three months or whatever it is, that’ll all be a good investment. But, of course, Wall Street is very impatient…” “I’ve noticed,” says Larry. “So we need to get some income now from the extra capacity we’re putting in to feed the quarterly earnings and growth monster. Swaps help us do that.” “How?” “When we swap capacity, each of us is actually selling something to the other. We’re selling the right to use capacity forever or at least for twenty years, which is the same thing. So we’re entitled to book a sale at the time we make a deal. The cost of the construction, of course, is written off over twenty years, so there’s a healthy profit for both of us in the quarter the sale is made.” “Sounds good,” says Larry. “Is that legal? I mean…” “Our accountants have examined these deals thoroughly and blessed them,” says the chairman. “In fact, don’t you book a sale in the value of the equity you pick up when you sell a license on a non-cash basis?” “Good point,” says Larry. On the way out, Larry checks the closing price of hackoff stock. 155 ¼! A new all time high! It has traded as high as 157 during the day. “So that’s how it works,” says Larry to Louise as they walk back to their hotel. “I always heard of swaps but never really knew what they were.” “It takes a woman to ask a question,” says Louise. “Right,” says Larry. “The question about Bermuda was pretty dumb but the question about swaps was a good one.” “The question about Bermuda was just to start a new conversation quickly after you offended the accountants,” says Louise. They hug each other.
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The protestors have now taken to adding firecrackers to their snowballs. The soldiers are visibly more tense. They continuously reseat the Uzis on their shoulders and shuffle their feet; their gas mask noses shift back-and-forth. Again, the crowd is ordered to disperse but they shuffle towards the line of soldiers and increase the firecracker content of their snowballs. The water cannon fires. The suddenly cooled mob retreats as it did on other nights. But this time the soldiers pursue. The crowd is stumbling, turning, falling, shouting. Flashes go off as pictures are taken for the world press. The soldiers follow in an orderly and disciplined way. When they overtake a fallen protestor, the protestor is firmly cuffed and passed back to the police for processing. For the most part, only protestors who resist are treated roughly. Whenever a protestor is treated roughly, a camera flash is sure to follow. The conflict moves down the hill out of sight of Larry and Louise. The protestors will not be allowed back, not allowed anywhere in Davos for the rest of the conference. “Fucking idiots,” says Larry, once back in the hotel room after the rout of the anti-globalization forces. “That’s not a bad idea,” says Louise. “What, protesting?” asks Larry. “No, fucking,” says Louise. The narrow twin beds are a problem. Larry wrestles the night table which separates them onto the couch. The headboards are attached to the wall but the beds aren’t attached to the headboards so they can be moved together. As Larry and Louise, now in their underwear, meet in the center of the enlarged playing field, the beds slide apart and they end up on the floor. “Let’s try across the beds,” says Larry as he pushes them back together. This arrangement works through oral preliminaries. They are both naked now; Larry’s dick is not quite as large as Hercules’ but almost as hard as the statue and has an anticipatory drop at its tip. Louise has a very dark and furry bush which also has drops of moisture on it. Larry is on top of Louise now in a missionary position. He hooks his arms behind her knees and rolls her up so he can slide in even further. She responds — unwisely, as it turns out. The beds again separate and Louise’ butt sinks into the new crevasse and away from thrusting Larry. He pushes the beds further apart and follows her to the floor as they separate completely. Even banging his head on the side of one of the beds doesn’t stop him from reentering her. Nor is Louise, who normally doesn’t like dirty carpets, put off by their new location. Afterwards, they agree that this is some of the best sex that they’ve had in a long time (not that their sex isn’t usually pretty good). Affectionately, they try lying together in one of the beds, but, eventually are forced to separate to sleep. #
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On Saturday afternoon, Bill Clinton speaks. Tickets to the Great Hall are almost impossible to get, but there are a sufficient number of listening rooms furnished with headsets which translate to many languages and wide screen television views of the podium. Larry and Louise are in one of these. There is a delay. Apparently the American Secret Service has become alarmed and want everybody out of the hall so that they can go through and look for bombs. They have both dogs and electronic noses ready. But they can’t empty the room because of the crush of people trying to come in. There is a dissatisfied mutter about the arrogance of the Americans who are not satisfied with security arrangements, which were, after all, good enough for everyone else. The Secret Service compromises on just clearing the first five rows since these will be closest to the President. This is doable but means that the VIPs who have these rows will have to be shuffled out, so more offense is taken. To make matters worse, once the Secret Service and its hounds have finished, the relative plebeians flock into the seats meant for the patricians. It takes most of the staff and tact of the WEF to sort this out. Finally, it’s time for Herr Klaus to introduce the President. “You graduated from Yale University. You were a Rhoades Scholar who studied in London,” he says to the President. “You were Attorney General and then Governor of the State of Arkansas. In 1992 you were elected to be President of the United States of America; and, in 1996, you were re-elected. You have pursued a strong domestic agenda and you are well-known and well-liked in the capitals of the world. You have been a strong voice for negotiated settlements to the world’s problems. “President William Jefferson Clinton, it gives me great pleasure to introduce you here at World Economic Forum 2000 in Davos, Switzerland. The delegates look forward to your remarks.” Clinton beams. He likes the audience and the audience likes him. He jokes about the security and he is forgiven for it. He speaks nonspecifically but sincerely about a “shared vision”. The audience shares this nonspecific vision. When this likeable man speaks, it does seem that differences will disappear, that prosperity will overcome despair, that the darkest, coldest corners of the world will be lit and warm — that, indeed, the spirit of Davos, the vision of Davos, the inclusiveness and well-meaningness of Davos, can and will become the spirit of a happier world. “He was good,” says Louise afterwards. “He didn’t say a fucking thing,” says Larry. “He doesn’t have to,” says Louise. Saturday night is the big night at Davos; on this night a tux or equivalent national dress is suggested. The main hall at the Congress Center has been transformed into a huge nightclub with small tables in front of a large stage. Counters of food line the edges of the room with ample small bars between them. Larry and Louise have come early and take a table near the stage.
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Simon Peres, his wife, and another couple take the table in front of them. Peres nods to Larry and Louise but it is not clear whether he recognizes Larry from the meeting or is just friendly. There is much table-hopping. The Peres table is visited first by the new King of Jordan and his wife. The women are on cheek-kissing terms. The men shake hands warmly. The Jordanian royalty chats with the Israelis for ten minutes or so before moving on. Various delegates in national garbs stop by to pay their respects to the Pereses; a good percentage of them are in Arab robes. Peace seems possible at Davos. The premier act of the night’s entertainment is a group of 200 gypsies playing violins. They fill the huge hall with rich sounds alternating between joy and sorrow. The country-less violinists are a hit with the delegates, all of whom have countries of their own at the moment. After the nightclub dinner and show, there are national parties to discover throughout the Congress Center. Sometime during the entertainment, Larry’s new friend Chaim Roslov has joined them at their table with his wife Devorah. Larry and Louise and Chaim and Devorah go first to Mauritius for a party. It is in and around a huge pool, perhaps used as a swimming pool at other times, in a building which connects through a huge walkable (and warm) hose to the Congress Center. The awesome Mauritian band is on a platform in the middle of the pool as isolated as Mauritius itself is in the middle of the Indian Ocean. It’s not clear how they got there or how they’ll get back. They can’t and don’t take breaks. At one end of the pool is food, which is presumably Mauritian. There are large variety of vegetarian dishes ranging from mild to extremely spicy; these are the contributions of the island nations’ mainly Hindu population. There are also a variety of the spicy pork and goat dishes favored by the minority Creole population. Most confections have a coconut base. At the other end of the pool is a dais where some Mauritians give speeches. They are very glad to have the delegates visit their party and hope that they soon will visit Mauritius. They will find it is a country that realizes its future is within and not isolated from the world economy. To that end, the Prime Minister has begun a program of legal reform to create the required transparency and to assure that contracts are respected. Protectionism is as dead in Mauritius as the dodo which once thrived there. It would be helpful if the developed world would remove punitive tariffs on the agricultural and manufactured products of Mauritius and would stop unfair subsidies to domestic sugar growers. That is, the world should notice, all that Mauritius is asking in addition to some reasonable forbearance of debt contracted by previous profligate regimes. Mauritius is not asking for foreign aid. The new loans it seeks are economically sound and can be amply repaid. Even the old loans can be repaid if only those unfortunate and unproductive tariff barriers were just to be removed. The Mauritians are good hosts who speak briefly and smile often. The band plays very danceable Reggae, and the delegates and their spouses dance standard American dances on platforms erected on the sides of the pool.
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Magdala is there with her “significant other”, a tall thin Swiss of about thirty with a German accent. He is a consultant and dances well. Chaim and Larry each dance a couple of times with Magdala and each other’s wives while Magdala’s significant other makes sure no trailing spouse is left a wall flower. Chaim has a brief conversation with Magdala and the significant other in German. Next to the food tables there is a bar. A very potent punch, which may or may not be indigenous to Mauritius, is served there, as well as a standard selection of bar wines, beers, and hard liquors. It is not clear what the scion of an Argentinean steel company was drinking before he fell off the dance floor and into the pool. No matter; he is quickly and efficiently hauled out by a combination of wait staff and quickly-appearing security forces. The dancers stop to cheer as he is helped wetly away. The puddles behind him are immediately mopped. Chaim exchanges a few words of Hindi with some of the hosts. The US party features blues from Chicago sung by a very sexy black woman who is an expatriate Chicagoan, but usually to be heard in Europe and sometimes Japan. The room is dark, partly illuminated in ultraviolet, and with creative neon outlines of jazz instruments on the walls. Either there is no speaker at the US party or the Lazards and their new friends the Roslovs arrived too late to hear them. These blues are not meant to be danced to, although some people try. Chaim and the singer speak Italian for a few minutes. The Russian party is renowned for its vodka and caviar — especially the caviar. The Lazards and Roslovs first heard rumors of the Russian caviar while still in Mauritius. In Chicago, between blues numbers, they speak to people who have actually been there and seen and eaten the mountains of tiny eggs. But no one can describe exactly how to get to the Russian party. Undeterred, the Lazards and Roslovs set out to find the land of vodka and caviar. In one of the many sublevels of the Congress Center, they follow music hopefully into a loud room. Wrong country: it’s France. But it would be rude to tear yourself out of the grip of the buxom French farm women with plunging décolletage who pull you into the room. The food here is mainly elaborately constructed pastry. Champagne bubbles from a replica of the fountains of Versailles. A chamber trio plays baroque music in a corner. Now, unfortunately, there will be a short speech. It is in French, which Larry understands not at all, and Louise only a little. However, Chaim translates concurrently: France is very much in favor of economic globalization. After all, the French invented international trade. However, there is a danger in globalization. This danger is cultural. One country in particular has imposed its culture on much of the world to the detriment of other cultures everywhere. “Yeah, we make everyone wear fucking jeans…” says Larry a little too loudly. He is hushed by Louise and some of the people around them. The speech goes on to regret that the benefits of the Internet — an outgrowth, one might say, of minitel, which was invented, of course, in France — these benefits are denied to much of the world because so much of the
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Internet is in English. In fact, the Internet, which ought to be international is fast becoming a mechanism for dangerous cultural imperialism. It is to be hoped that the delegates gathered here in Davos can work together to stem these unhealthy excesses of globalization and restore balance to international culture and… “Anyone know where the Russian party is?” asks Larry rather loudly and very rudely of his neighbors. They either don’t know, don’t speak English, or don’t care to answer. Chaim engages one of the security guards in a conversation in an unidentified language. He swears he has obtained the true location of Russia. To get there one must go up one staircase and down another; one must also go east in one hallway and west in another. There are various detours north and south and a final half story descent into a hallway at the end of which is, sure enough, the fabled land of vodka and caviar. The mountains of caviar have suffered the ravages of time and appetite. You can deduce their former scale by the diameter of the plates the crumbled hills and scraps still sit on. Cracker crumbs have been ground into the floor and pasted down by squashed eggs. There are no longer crackers on tables with caviar nor is there caviar on tables with crackers. Condiments, in general, are available only on tables with neither crackers nor caviar. The persistent can still find more or less clean plates, load them with crackers from here, add caviar from there and find condiments somewhere else. This is what Larry and Louise and Chaim and Devorah do. Here, as in France, breasts push up from low-cut peasant blouses. The Volga boatwomen are better-endowed and certainly more friendly than their French counterparts. Ignoring the women and the caviar, but drinking vodka freely and usually neat, there are multi-national clusters of over-dressed men. “What do you think they’re talking about? Basketball?” asks Larry looking at an almost seven-foot Cossack in a black suit talking to an over seven-foot Chinese in a yellow suit. “I don’t understand Russian.” “Actually,” answers Chaim, “they are speaking Mandarin and they are discussing oil in large quantities which does not pay taxes.” “Really?” asks Louise. “Are people allowed to do business at the World Economic Forum? I haven’t seen or heard anyone else doing that.” “Russians make their own rules,” says Chaim. “They are new to Davos as capitalists and they are enjoying themselves. But they still can bang their shoes on the table if they want to. Over there, for example, there is a Chechen discussing ‘precious weapons’ with a Kuwaiti.” He is looking at a very small man in electric blue talking to an equally small man in Arab robes. “Shouldn’t we tell someone?” asks Louise. “I mean that can’t be good, especially if precious means what I think it means.” “Actually, I believe that the Kuwaiti works either for the CIA or Mossad so he is on the way to finding this source.” “How could you possibly know that?” asks Larry. “If the Chechen doesn’t know who he’s talking to, how would you know?” “I have sources, my friend,” says Chaim. “Didn’t I find Russia for us?”
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By 3:00 AM the countries are a blur. Most of the food is gone, although there is apparently no end to the liquor or the music. Larry and Louise head unsteadily down the hill to Sunset Reising. It is bitter cold and a wind is blowing seriously. A few lights on the mountain sides illuminate huge swirls of blowing snow across and around the avalanche fences. The water cannon and its accompanying troops are gone. There is no sign of protestors. Globalization is apparently safe for the time being, at least in Davos. No formal sessions are scheduled for Sunday. The delegates are encouraged to take advantage of the excellent downhill and cross-country skiing. Larry and Louise wake late and hung-over. One look at the still blowing snow outside the window convinces them to pull down the shades and go back to sleep, despite being in one of the world’s premier ski resorts. Sunday evening Larry has his meeting with the Palestinian, Mahmud Assan. They meet in the small bar in the lobby of the Sunset Reising. Mahmud is in Western clothes — a well-tailored brown jacket and an open shirt. His slacks are pressed and his black shoes shined to a high gloss. “I’m pleased — very pleased — to meet you, Mr. Lazard,” he says. “Please, call me Larry.” “You should likewise call me Mahmud.” They discuss the sessions they’ve been to. Larry describes the pleasure of hearing from the world’s foremost expert in mushrooms — a man who discovered and cataloged over 100 species himself — about a strange phenomenon. Species seem to have evolved in pairs, one of each pair is poisonous and the other isn’t. It is not clear whether the poison varieties mimic the harmless ones as they evolve or vice versa or whether there is yet another explanation for this pairing. Mahmud was interested especially in efforts which are being made to eliminate patent barriers to the manufacture of needed drugs in the third world. Brazil has been especially successful in this regard, particularly with the antiviral drugs necessary to fight AIDS. The problem is that these drugs do have a way of finding their way back to first world markets much to the discomfort of the major drug manufacturers. “I understand you are prepared to invest in Palestine,” says Mahmud. “I understand that there is an opportunity for my friend Chaim and I to invest in Jenin and help create jobs there,” says Larry. “There is no opportunity for Israeli investment in Jenin,” says Mahmud flatly. “But I thought…” “Mr. Larry Lazard — Larry — you must understand that my people want no investment from the Israelis who have stolen their homes and treated them without respect or mercy. This cannot be. The Zionists and the Palestinians are enemies and that will not change, not so long as Israel occupies our land.” “My meeting with you was set up by Israelis. It wouldn’t have happened otherwise. I never heard of the initiative to create jobs in the Palestinian
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territories until I went to a meeting with Israelis. They are the ones who want to help. They recruited me.” “We do not want the help of the Jews. We…” “I’m a Jew,” says Larry. He has rarely said that. “That is why you must deal through me if you want to help,” says Mahmud. “That’s outrageous,” says Larry. “I’m here to help and you’re insulting me and my friends.” “If you don’t mind my saying so, Larry Lazard, you are naïve in these matters. I know you have been a great success in your own country and I know that you have the highest of motives. The Palestinian Authority cannot accept help from Jews. I want you to be able to help my people and I can make that possible despite the centuries of hatred and injustice which stand in our way.” “Meaning what?” asks Larry. “You can help but you must help through me.” “Very kind of you.” Larry is visibly angry. “You mean the Palestinian people can have jobs but they can’t know who hired them. They can have jobs that my Israeli friends and I create but they have to be able to go on hating us; they can’t ever find out that we’ve helped them? Even if I wanted to — and I don’t — how could I outsource programming to people that we can’t talk to and who don’t know we exist?” “That’s my role,” says Mahmud. “I will represent you to them and I will represent them to you. They will know, of course, that the programming will be used in the United States of America but they will not know the association with Zionists. They will not know of you and certainly not know of your friend Chaim. If they knew, they would not accept the work.” “That’s outrageous,” Larry repeats. “I’m not going to hide so I can help.” “I think,” says Mahmud calmly, “that your friends who put you in touch with me will be disappointed to hear that you only want to help in order to get credit for helping, and will not help if you cannot have the credit. That…” “That is not the point,” says Larry. “The point is not that I get credit. The point is that the people know that they got help from people they’ve spent their whole life hating. This is the way to break the cycle of hatred and violence.” “I’m afraid you do not understand how deeply this hatred runs. The people will not believe that those who have treated them so badly are now treating them well. They cannot accept gifts from their oppressors. They will not accept gifts from their oppressors.” “Then what is the point?” asks Larry. “The point is,” Mahmud explains, “that these people have no hope because they have no jobs. If your help — your anonymous help, help given through me and the Palestinian Authority — if this help gives them jobs, then they will have a reason to hope. Then they will have a reason to avoid the violence which is born of despair. Then, if the Israelis stop their violence, then maybe there can be peace, God willing. I don’t know what your friends told you, but I know they know these truths. That is why your friend Chaim has not come with you to see me. I do not believe they want ‘credit’; they know this is
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impossible. I believe they want to create jobs so that young unemployed men do not continue to become martyrs against those who have stolen our land.” “Suppose I were willing to do this. Suppose I am willing to create these jobs without ever having the people who benefit know who helped them, how would that work?” “Well, Larry Lazard, that is my role. I will put you in touch with a company in the United States for which my brother works. You will deal mainly with him and, through me and the Palestinian Authority, the jobs will be created and the work will be done. Your mission will be, as you Americans say, ‘accomplished’.” “I don’t like this but I will think about it,” says Larry. “On practical terms, I’m not at all sure the programming can be done correctly if there is not direct communication between the development people at hackoff and the programmers. Moreover, I don’t like leaving the programmers taking Jewish money and hating Jews.” “Is it not better than to have them killing Jews?” “They kill themselves, too.” “They are happy to die. They know that Allah will reward them in the afterlife. But the question is do you want to help? Do you want to create these jobs? Do you want to help end the killing? And, of course, you will get this work done more cheaply than you would anywhere else. More cheaply than in India, certainly more cheaply than in the United States.” “I’ll think about it,” says Larry already thinking. “Perhaps we will find a way to do it.” “There will be certain expenses in advance,” says Mahmud. “What?” “The jobs cannot be established until certain people have been satisfied that this is a good idea. There will be expenses associated with that.” “What do you mean?” asks Larry naively. “Are you talking about lobbying? Public relations? What is this?” “You might call it lobbying,” says Mahmud. “In the United States I believe you give ‘campaign contributions’. Here there are also people who must be satisfied before things are able to happen. I will have to distribute ‘campaign contributions’ in order to have the support we need for this very risky business. I must have the money for these ‘campaign contributions’ in advance.” “You’re asking me for a fucking bribe,” says Larry, his eyes first wide in disbelief than narrowing in anger. “You’re telling me I have to pay bribes to you and your fucking friends so I can have the privilege of creating jobs that you take credit for so that they can go on hating me and all other Jews. Fuck you. Get out of here.” Larry is on his feet. “It is how things are done,” says Mahmud. “And you are being insulting. That will not get things done. That is not good.” “Which part of ‘get out of here’ didn’t you understand? Is there a way to say ‘fuck you’ in Arabic? Do you understand that?” The manager of the Sunset Reising hears the rising volume and anger and moves slowly from behind the desk in the back room to where Larry and
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Mahmud are. However, he first pushes the security button under the desk; he has been told that it connects directly to the army security forces and that they will arrive within minutes. “Mein Herren…” says the manager. “Gentlemen, is there a problem?” “No problem,” says Mahmud. “No problem,” says Larry. “There is keine problem,” explains the manager to the troops with Uzis who suddenly fill the lobby. “I made a mistake. Danken Sie; danken Sie, bitte. No problem.” “You have made a mistake,” says Mahmud to Larry as he leaves. # “You have made a mistake,” says Chaim to Larry. It is the last afternoon of Davos 2000. The Rostovs and Lazards have ridden a funicular railway from the street to a restaurant hanging from the side of the hill and are now at a table on a snowy field. The wind has stopped; the sun is warm. The new snow is eye-hurting bright. There are bottles of fine wine on tables and in snow banks. Food is available from many countries, but Swiss food predominates. In case the delegates might still be chilled, they have thoughtfully been given small metallic flasks full of brandy. The flasks say, of course:
World Economic Forum Committed to Improving The State of the World
“He is a Palestinian, of course,” says Chaim. “The Palestinian Authority is perhaps the most corrupt organization on Earth. It has fattened on money from European liberals and bribes from every administration in the US. So it is not surprising that bribes must be paid.” “And all this bullshit about not letting the people know that the idea to help them came from Israel or that you and I are doing it? That’s alright, too?” asks Larry. “I did not say it is right, but it is how things are,” says Chaim. “What about Peres and King Abdu’llah sitting down together? Why can they do that?” asks Larry. “What about all this incurable hatred? “One: that was in private. It was at Davos and this is acknowledged neutral ground. Two: the Jordanians and the Israelis are friends. The Hashemite kings have no more use for the Palestinians than we do. In fact, Yasser Arafat was thrown out of Jordan even before we drove him from Lebanon. The Jordanians were in danger from their Palestinian population with its high birth rate and Fayadin attacks on Israel. Jordan was glad to lose the West Bank and all the Palestinians in it to Israel in the Yom Kippur War.”
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“Thanks for this history lesson,” says Larry, “but it still sucks and I’m not gonna do it.” “‘Peace is hard work’. Simon Peres said that in his closing speech,” says Louise. “Your father hated Peres,” says Larry to Louise. “Thought he was a ‘pinko commie peacenik’ or whatever the Israeli equivalent is. Maybe Likud is right. Perhaps there is no way but force. These don’t seem to me like people you can do business with.” “My father hated you,” says Louise to Larry. “Different reason,” says Larry, grinning, “maybe he was right about Peres.” “There may be another chance,” says Chaim. “Your President Bill Clinton will try very hard to bring Barak and Arafat together. It is to be his legacy and the US can lean very hard. Perhaps this will work. And perhaps you should think again about helping, although I do not blame you if you do not.” “I will think again because you ask me to. And because it is so fucking beautiful up here at the top of the world.” Larry hugs Chaim and Louise to him. “I am glad you are thinking, Larry Lazard,” says Mahmud, who materializes beside Larry on the line to go down the funicular. He is gone before Larry can reply. As they board the car, the sun has ducked behind the peak of an alp and it is suddenly dark and chill. “Don’t forget the camel, Larry,” says Louise. Hackoff closes the day at 155 1/2 after trading as high as 159 1/8.
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NASDAQ 6/30/99 - 2/2/00
HOFC Daily Trading 6/30/99 - 2/2/00
Chapter 7: The Secondary, February 3 – March 28, 2000
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7/ 1/ 1 7/ 999 8/ 7/ 199 15 9 / 7/ 199 22 9 / 7/ 199 29 9 /1 8/ 999 5/ 8/ 199 12 9 / 8/ 199 19 9 / 8/ 199 26 9 /1 9/ 999 2/ 1 9/ 999 9/ 19 9/ 16 99 / 9/ 199 23 9 /1 9/ 99 30 9 / 10 199 /7 9 10 /19 /1 99 4 10 /19 /2 99 1/ 10 19 /2 99 8/ 11 199 /4 9 11 /19 /1 99 1 11 /19 /1 99 8/ 11 19 /2 99 5/ 12 199 /2 9 / 12 199 /9 9 12 /19 /1 99 6 12 /19 /2 99 3 12 /19 /3 99 0/ 1 1/ 999 6/ 1/ 200 13 0 / 1/ 200 20 0 /2 1/ 00 27 0 /2 00 0
Page 7.1
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“Now I feel rich,” says Louise Lazard. She and Larry are on the Concorde at fifty thousand feet, streaking east to New York from London on their way back from Davos. They have to take the expensive Concorde because Larry has to negotiate this evening in New York and the logistics of leaving Davos by train didn’t get them to a major European airport in time to make any other connection. “You should,” says Larry. “On paper, we’re worth over a billion dollars. What’s better, it actually looks like we’re going to get a down payment on that.” Hackoff is planning to do a secondary offering at which the company will sell more stock. The offering is called a “secondary” because it is after the IPO which is, of course, the initial stock offering. In the IPO the company was the only seller of stock and the company got all of the proceeds (minus the seven percent that went to Barcourt). In the secondary, the plan is for the company to sell one-and-a-half million new shares and for the founders, venture investors, and top management of hackoff to sell an additional 1.5 million shares for their own accounts. With the stock over 150 dollars per share, 1.5 million shares are worth 225 million dollars. If the secondary were to be done at this price, the company would raise an additional 225 million and the founders, investors and officers would split another 225 million. The negotiation Larry has to take part in this evening is to determine exactly how much of the 1.5 million non-company shares each of the investors, founders, and officers will get to sell. Together, they own many times this number of shares so it may be a tough negotiation depending on how much each of them really want to sell. Naturally, everyone has been very cagey about his or her aspirations. “Of course,” says Larry to Louise, “we can’t count on the stock staying at this price through the secondary. Barcourt says that the price of a stock usually goes down when a secondary is announced and it doesn’t always recover until after the secondary is done. Naturally, I don’t ever believe anything those self-serving sons-of-bitches say, so I checked some companies that have done secondaries and it looks like they’re right this time. So we shouldn’t count at selling at 150 or 160 dollars. Be nice though…” “Why do stocks go down when a secondary is announced?” asks Louise. “I guess a simple answer is that there is about to be more stock available to the market. Of course, the secondary gives us the chance to go out to all the mutual funds and do the pitch again, which we hope will create more demand. What Barcourt says is that the funds know they’re going to be able to get more shares in the secondary, so they slow down or stop buying in the open market and the price comes down some. Maybe true or maybe just something the bankers and the funds somehow arrange — self-fulfilling prophecy — so that the funds get a chance to get more cheap stock. It’s not like the IPO, though. Since we’re already public, the stock that the funds get is priced at just about where the stock closes on the day we close the secondary.”
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“Yeah, you told me that,” says Louise. “But there’s part of it I still don’t get. Why don’t they just buy in the open market? Why should they order at all in the secondary if the price is the same as the market?” “You’re really getting into this stuff,” says Larry, smiling. “Must be that being filthy rich gets your attention. Good question. I had to ask, too. Two answers I got: one, if they tried to buy a big quantity in the open market it would drive the price up, so they can’t really buy big at market price; the secondary lets them do that. Two, the sellers pay a commission in a secondary, but the buyers don’t, so they save on commissions. That’s pennies, but they do big volumes so it means something. I think the first reason is the real one. There may be one more reason the bankers didn’t mention: in the companies I looked at, the stocks did go down from the announcement of the secondary to the time it closed. Then it went back up — for three out of four of them — higher than it had ever been. So this is another chance for a fund to pick up a fast profit — even if it’s not as fast as an IPO.” “But why don’t they just buy IPOs?” asks Louise. “They make a lot more money on them. Why bother with secondaries at all?” “A few people have told me that there aren’t many good companies coming public any more,” says Larry. “There’s getting to be a lot of crap out there. I think the seventeenth online pet food company just announced its IPO. Online grocers are doing IPOs and no one has figured out how they can ever make a profit. The good companies like hackoff are already public. So I think they’d like to balance the new IPOs with some investment in seasoned companies like us that are already public. I don’t think you and I will want to put most of the money we get in the secondary into IPO stocks. But the bankers are all over me to do that.” “To do what, Lar?” “To buy a lot of IPO stocks with our new money,” says Larry. “Not that they don’t have lots of other ideas for how to manage our money for us. And complicated ways that we can really sell more than we’re selling but not look like we’re selling and, somehow, not violate the agreement we’ll sign with Barcourt that locks us up for a while from selling more.” “Speaking of people who want to manage our money,” says Louise, “I got another call from my aunt at Merrill Lynch. She says she’s in their Wealth Management division and they can do a great job for us. She says we’re ‘high net worth individuals’ and that they specialize in managing the assets of highnet individuals who have had recent ‘liquidity events’ — I think that means ‘got a lot of money’.” “She can get in line with all the rest of the bankers who are calling us,” says Larry. “Must be what it’s like to win the lottery. The phone at the office is one banker after another.” “I can always tell one of their calls when I get them at home,” says Louise. “They ask for ‘Larry’. When I ask them ‘Larry who?’ they get flustered and mispronounce Lazard. Some of them, though, some of them say ‘Is this Louise?’ They must buy the first names somewhere.” “That’s when I hang up,” says Larry.
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“So, when I say I’m Louise or I’m your wife, they say ‘how is the weather in Atlantic Highlands?’ They all say that. Must be some book they read or something. Maybe there’s a law they have to say that. Anyway, we do have to listen to Aunt Hattie some time.” Short interruption while Louise orders another drink from the ancient stewardess. Larry declines. He doesn’t drink before negotiating. “So why should we listen to Aunt Hattie more than any of the other bankers who want to get their hands on our money?” asks Larry. “Second to your father, she was the foremost hater of my guts when I was in jail. Didn’t she want to get you exorcised or something?” “Simple. She’ll tell my mother if we don’t. We don’t have to give her any money to manage; just listen to her.” “She’s gonna be even more pissed off when we don’t give her any, I think,” says Larry. “We do her a favor if we don’t waste her time and listen because we already know she’s an idiot. But whatever you want; I always listen to rich ladies like you. As long as you really don’t give her any money to manage. And as long as I don’t have to talk to her before the secondary is done. I don’t know why, but that reminds me, did you get tickets for the Knicks next week?” “I called Guido,” says Louise. “He says the game with Miami is really hard to get anything for. Everybody thinks Ewing is going to kill one of their players from the fight they had last season and everybody likes to come to the Garden to boo Pat Riley. He’s holding a couple of seats for us. Two- -fifty each and all the way in the back of the club section.” “Shit,” says Larry, “I don’t want to sit that far back. He couldn’t get us anything behind the bench, even if we pay more? Those seats we had right behind the bench beginning of the season were great. You didn’t go cheap on us, did you?” “That’s all he said he had,” says Louise. “He didn’t say he had anything better at any price. I didn’t ask him though.” Larry starts to giggle. “Larry, you’re giggling,” says Louise. “You don’t giggle. You’re not even drinking. Is something wrong?” “No,” Larry just manages to choke out, “I … I just . I…” He can’t control his laughter enough to talk. He manages to blurt out: “We-could-buy-‘em!” “I don’t get it,” says Louise laughing from contagion and also pounding Larry on as much of his back as she can reach in the small Concorde seats. “Larry, buy what? Are you okay?” “Buy ... buy … WecouldbuytheKnicks,” he says in one fast breath and finally gets his laughter under control. “What?” “If we can’t get the tickets we want, we’ll just buy the Knicks. I think I read somewhere that the company that owns them would sell or just did sell or something for a little over 200 million. We can afford that. We’ll just buy them and we won’t have to worry about getting seats anymore.”
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“Now I really feel rich,” says Louise. “Not sure I want to own Alan Houston, though.” “You’re right,” says Larry. “Good thing you’re a knowledgeable fan AND a careful shopper. His contract is too rich for someone who won’t dribble. Guess we won’t buy them. Won’t really have the cash anyway. We’re not gonna get that much out in the secondary. Maybe they’d take stock though…” “Stock’s too valuable to give them,” says Louise, drowsily. She falls asleep with a slight snore and a smile. After a few minutes, Larry takes his computer out of the seatback pocket and starts to work a spreadsheet to use in the negotiation. He works until the descent towards New York begins. There are two limos at Kennedy for the Lazards: one to take Louise and the bags back to Atlantic Highlands, the other to take Larry into the city for his negotiations. “Good luck,” she says. “Don’t buy any sports teams without talking to me.” “Right,” he says. “I love you.” He sounds distracted. “You’re already negotiating,” she says fondly. “I love you too.” # The doorman at the Harvard Club has been instructed to send Mr. Lazard to the main dining room where he is further directed to the table at which Joe Windaw of Windaw & Wallar and Joanne Ankers of Big Router are sitting. They are half way through their first cocktail. Larry orders a Coke and they settle in with small talk to wait for Franklin Adams of ad-Ventures who has called Joe to say he will be a few minutes late. “How was Davos?” asks Joe. “Overwhelming,” says Larry. “Never seen anything like it. Simon Peres, Yasser Arafat - people like that just sort of wandering around.” “Didn’t Clinton speak there?” asks Joanne. “Yeah, he did, but he wasn’t wandering around like the other guys. Spoke, but didn’t say anything, as far as I could hear. I guess if you can smoke pot without inhaling you can speak without saying anything. Joanne, you look offended, you’re not a Clinton supporter, are you?” “As a matter of fact, yes,” says Joanne. “He’s smart, which is more than you can say about most politicians, and I think he understands the needs of the Valley.” She means Silicon Valley in California, of course. “I worked for him in the last campaign and helped manage a PAC for him at Big Router. I don’t know whether people hate him because he’s smart or because his wife is smart.” “He wasn’t so smart about Monica Lewinsky. Made Hillary look pretty dumb, too.” “See,” says Joanne, “people can’t discuss him rationally. What’s all that have to do with what kind of President he’s been?”
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“Hey,” says Larry, “I didn’t mean to be offensive. By the way, saw a great t-shirt. It said ‘Viagra — a medicine to make blood leave a man’s head and go to his brain’ the quote is signed Hillary Clinton.” Joanne’s smile looks forced. “Fortunately,” interjects Joe, “here’s Franklin. He won’t want to talk politics.” Franklin joins them. “Sorry to be late,” he apologizes. “One of our portfolio companies is having a little bit of a liquidity problem and I’m trying to help them think it through. Bunch of bright twenty-somethings, but I don’t think they’ve ever thought about the need for cash to pay the bills before. Mom and Dad probably paid for college.” “What single malts do you have?” he asks the waiter. When Franklin gets his glass, they toast the secondary. “Okay,” says Larry. “I’ve got all of your requests for the secondary, and I really don’t think there’s going to be much of a problem getting you close to what you want. There need to be more shares for management than you’ve left room for, but I think a little adjustment…” “We have a change,” says Joanne. “What’s to change?” asks Larry. “You told me Big Router doesn’t sell shares in secondaries as a matter of policy. Do you want to buy some more?” “No,” says Joanne. “That’s what changed. We do want to sell the same percentage of our holdings as the other VCs.” “Why the policy change?” asks Larry. “This is gonna put a monkey wrench in things.” “I’m not sure there is an overall policy change,” says Joanne. “And we don’t think it is putting a monkey wrench in things if we just ask to be treated like the other VCs.” “You mean your policy is still not to sell but you want to sell hackoff? What the hell’s all that about?” asks Larry. “And what IS putting a goddamn monkey wrench in things is you telling me one thing and then changing it at the last minute…” “Calm down, Larry,” says Joe. “Are you afraid I’m going to offend everyone in your goddamn club?” says Larry. “This is a big fu… BFD. We’re a day before announcing our secondary. We have everything just about set. And she—” Larry is partly out of his seat. “Calm down,” says Joe. This time it sounds like an order. Larry waits. Joe says nothing more but keeps looking at Larry. Larry sits back down and looks away from Joe. For at least thirty seconds, no one breaks the silence. “So Big Router is having a bad quarter,” says Franklin. “What? Are you asking me?” asks Joanne who has not been looking directly at anyone. “We haven’t said anything about the quarter. Who says it’s weak?” “Not asking,” says Franklin. “I know you can’t say anything. But I heard from a couple of places that the order book is weak and that some of the flakier dotcoms haven’t been paying their bills, so it makes sense that you’d be trying
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to show some portfolio profits. You have a nice gain in hackoff and it makes sense that you’d want to get some of it into this quarter.” “Are you selling other portfolio companies?” asks Larry. “I can’t comment on any of that,” says Joanne. “Okay,” says Joe. “Why don’t we get down to the numbers? Larry, you said you had an allocation in mind — obviously it’ll have to change with this new development — but why don’t we start there? What do you have?” “This blows it all up,” says Larry. “Okay, just let me get my computer booted.” He takes his Dell laptop from his attaché case, pushes his table setting out of the way, and starts to open it on the table. “I’m afraid you can’t do that,” says Joe. “Do what? You haven’t even seen the numbers,” says Larry. “I’m afraid you can’t open a PC on the table here. It’s a house rule. No working papers at dinner and certainly no computers on the table.” “Jesus Christ,” says Larry. “Is that because everyone at this club has a daddy who’s so goddamn rich they don’t ever have to do business? Or is that what they want to pretend? Let’s get out of here and go to a real restaurant then. We’ve got work to do.” “I think that’ll take more time than it’ll save,” says Joe calmly. “If we can’t finish over dinner, I can get us a private room after where we can work. Look, Larry, I know you’re upset. But I can’t believe you need a computer to remember a few numbers. Maybe I would, but you don’t, not even if your day is six hours longer than anyone else’s. Where did you get up this morning, anyway?” “Davos,” says Larry. “Yeah, I remember the numbers, but it isn’t going to be easy for everyone to follow without seeing them. You okay with doing this blind, Franklin?” “I’m fine,” says Franklin. “Go ahead.” “I’m fine with this also,” says Joanne. Larry takes a deep breath. “As you know, we’re planning to sell three million shares in the secondary. Barcourt says its okay if fifty percent of those come from selling stockholders, so that leaves us with 1.5 million shares to divide up between us. That’s the easy part.” “I’ve got it,” says Joanne. “I hope so,” says Larry, “because now it gets hard. Franklin, you said ad-Ventures wants to sell twelve percent of its stake so long as no one else is selling a bigger piece. Joe, you said you guys want to sell 650 thousand which is thirteen percent. Of course, we were counting on Big Router holding…” “But that’s changed,” says Joanne. “I understand that. But Joe asked that I go over what I originally was proposing before you changed your mind, so that’s what I’m doing.” Joanne starts to say something, but stops on a signal from Joe which only she can see. “Okay?” asks Larry. When no one answers, he continues: “So if Windaw & Wallar gets to sell thirteen percent, then ad-Ventures would need to sell
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thirteen percent which is another 585 thousand making one million 235 thousand. Clearly that doesn’t leave enough for—” “Can you repeat those numbers?” asks Joanne. “Jesus Christ,” says Larry. “You said you were okay with doing this blind. These numbers don’t matter anyway, because they’re not going to work.” Frankin says: “Larry said that if ad-Ventures and Windaw & Wallar sell thirteen percent of their holdings, that adds up to one million 235 thousand shares which leaves only 265 thousand for the management team, which he is about to tell us is too little.” “Right,” says Larry. “That just isn’t gonna—” “And I agree,” says Franklin. “Larry and his team deserve more than that. And what about the other VCs that came in for small amounts with us? Larry, what were you assuming for them?” “Nothing ... I mean I assumed zero. You didn’t say anything about them and I assumed that they wanted to hold.” “No,” says Franklin. “I’m sorry about that, but they will expect to get — they have to get — the same percentage that we get.” “Great,” says Larry, “so we have an even worse problem. Anyway, just to finish what I started with, I was going to propose that you two both sell ten percent of what you’ve got. That’s just a little less than Franklin asked for. You’re in at an average price around a buck a share so, if you sell ten percent at 150 bucks that’s what, a 1500 percent return on your initial investment, plus you’ve still got ninety percent of your stock.” He pauses, but no one says anything. “Then,” he continues, “I was proposing that Aaron Smyth and Frank Folger each get to sell sixy-five thousand shares and Donna sells 100 thousand.” “What about Dom and what about you?” asks Franklin. “We’re up to one million 180 thousand so far, I think.” “Right,” says Larry. “I’m glad you’re following. Dom doesn’t want to sell any shares.” “Why not?” asks Joe. “He should take some money off the table. He earned it.” “Doesn’t want to,” says Larry. “Remember, he comes from Microsoft. That’s all he can talk about, for Christ’s sake. Anyone there who ever sold off any shares was sorry because almost every six months it doubles. He’s right about that. He says he doesn’t want to sell. He doesn’t need the money and he doesn’t want to sell. Anyway, that leaves Louise and me selling just five percent of what we have, half the percentage you guys are selling.” “Okay,” says Franklin. “I understand that. Not sure I would have agreed to be cut back to ten percent but, like Larry says, those numbers aren’t going to work anyway. So where do we go from here? Joanne, how much is Big Router looking to take out?” “We … uh … we’re just looking to be treated like the other VCs. Whatever percentage of your holdings you guys end up selling, we want to sell, too.”
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“Let’s do the math,” says Franklin. “If we were to give Larry and the execs what they asked for that’s … uh … 550 thousand shares…” “Can’t do that,” says Joanne. “Too much.” “Let me just work it out,” says Franklin. “Then we’ll go from there. That would leave 950 thousand shares for everyone else. Altogether, venture investors have seventeen million shares. That means we’d be selling just over five percent of what we have. That doesn’t work for ad-Ventures. I don’t want to speak for Big Router or Windaw & Wallar but my guess is that isn’t going to work for you, either.” “No way,” says Joanne. “I thought you’d take whatever the other VCs take?” says Larry. “So how can you say ‘no way’ to five-and-a-half percent if they’re willing to take that?” “Doesn’t matter,” says Joe. “We’re not. My partners really want to sell the 650 thousand shares we asked for.” “I think we should call it off,” says Larry. “That means Louise and I will hold our position and so will you. Hopefully the stock goes up some more and we all sell in a careful way.” There is another long silence. Joanne looks like she is going to say something, but Joe again signals silence to her. The silence is broken when the waiter takes their order. After the waiter leaves, there is another silence. Finally Larry says: “I’ll call Barcourt in the morning and tell them we’re calling it off.” “It won’t work,” says Franklin gently. “What do you mean?” asks Larry in a higher-pitched voice than normal. “Barcourt isn’t going to do a secondary if the CEO doesn’t back it. They won’t do it if I don’t sign a lockup. You’re the Board; you can fire me and get another CEO to agree. But that won’t look good and you’d better be ready to explain why you ignored your fiduciary responsibility to the other shareholders because you couldn’t make an immediate 2000 percent profit for yourselves.” “It won’t work because the company needs the money from the secondary,” says Franklin. “And it also won’t work because Joe and I will just be forced to distribute the shares we have to the Limited Partners in our funds. And they’ll sell as fast as they can, most of them. We book a gain for the fund at whatever price the stock is at when we distribute it. We’re not going to hold the stock and wait for it to go down.” “You were willing to sign a lockup as part of the secondary,” says Larry. “Sure, and we still are,” says Franklin. “But we need to lock in some fund performance and we do that either by selling a little in a secondary or distributing a lot.” “Big Router Ventures can’t distribute,” says Larry. “It only books a profit if it sells. How do you handle that, Joanne? What happens when these guys distribute and their investors sell and the stock tanks before Big Router can get out? You can’t sell fast, you know. You’re subject to Rule 144.” “I … uh … We…” Joanne is flushed. “That doesn’t matter,” says Joe. “That’s not what’s going to happen. We’re going to do the secondary for the very good reason that hackoff needs the
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cash. And we’ll have no problem answering to public stockholders that we did exactly what needed to be done to keep the company solvent — perhaps despite irresponsible management. During the IPO you said, if I’m not mistaken, that the company would have sufficient cash based on the IPO alone to fund it until it’s cash flow positive. Now here we are at the end of ‘99 with only about fortytwo million in cash. And, from what Donna tells me, we’ll easily burn through that in just three more quarters, one of which we’re already in. So the company needs a secondary.” “Like hell we do,” says Larry. “The equities in our portfolio were worth 250 million at the end of ‘99 and they’re worth even more now. We’re already getting cash out of this without even trying to. Last quarter we cleared about ten mil when AOL bought one of our companies…” “I’ve always thought we should’ve held the AOL stock,” says Joanne. “Well, we didn’t,” says Larry. “We stuck to our strategy of selling things the market can easily absorb and that don’t have the upside of our startups. We did what we said we’d do.” “But AOL is up,” says Joanne. “Regardless,” Larry persists through clenched teeth, “we are getting cash from our portfolio now. CBS is gonna buy one of our companies for cash this quarter and I think another one may go, too. This is cash that’s coming in whether we want it or not. If we need more liquidity — and I’m not saying we do — we can just proactively sell some of the portfolio.” “You don’t want to do that, Larry,” says Franklin. “It’s always been your strategy to hold the equity where we can and let it appreciate. Besides, a lot of the companies aren’t public yet. And you’ve signed lockups on some of the best stuff that IS public. There isn’t that much you can sell. You run the risk of tanking the ones you do sell and creating nervousness about the rest of your portfolio companies. I don’t doubt that you could raise some cash that way or that some cash’ll continue to come in over the transom from the portfolio. But it’s better to do the secondary you planned.” “Are you the good cop, Franklin?” asks Larry. “When did you guys script this?” “Just trying to do what’s best for the shareholders and for our investors,” says Franklin. “And for you, too, Larry. Look, I have an idea, do you want to listen?” “I’ll listen.” “You’re right — the company has a cushion in all that stock it holds in its portfolio, so it probably doesn’t need to sell as much company stock as it was planning to,” says Franklin. “The company could probably make do with the proceeds from a million rather than a million-and-a-half shares…” “I don’t see how doing a smaller secondary is going to solve this problem,” says Joanne. “Why don’t we let him finish?” says Joe. “Franklin is very smart. Did you see how fast he did all those numbers in his head?” “Thanks,” says Franklin, “this is just an idea, though. I haven’t had time to think it all out, so it may be dumb. Suppose we go ahead and offer three
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million shares as planned but the company only sells one million. Then there are two million shares left for selling stockholders and we ought to have a much easier time divvying this up if no one gets greedy.” “I don’t know,” Larry says. “I hear you, and I appreciate that you’re thinking out-of-the-box, but Barcourt was pretty firm that selling shareholders can’t be more than half the offering. Said the optics are bad beyond that or something.” “I’m sure you can handle Harvey Maklin,” says Franklin. “You were making a convincing case that the company didn’t need any more cash. Surely you can show that the proceeds of a million shares are enough.” “Yeah, I can,” says Larry. “But they’re liable to just come back and say we should do a two million share offer.” “I’ve never known you to be naïve, Larry,” says Franklin. “Probably you have jet lag. Those Concordes are too damn fast. Remember: Barcourt’s commission is based on the total selling price. They won’t want to cut back the size of the offer.” “So what’s the rest of your proposal?” Larry asks. “Okay. If we put aside 400 thousand shares for management…” “That’s not enough,” says Larry. “Let me get it on the table,” says Franklin. “Then you can piss all over it.” “Right here in the Harvard Club? On the table?” Larry smiles for the first time in the discussion. “If we leave 400K for management, there’s 1.6 million shares for other selling shareholders. That means just over nine percent for us.” “Nine-point-fourteen percent to be exact,” says Larry. “But that’s still not enough for management. We can’t do that.” “We’re going in the right direction but it’s not enough for us either,” says Joe. “No way my partners will settle for selling less than ten percent of our position. Just isn’t gonna happen.” “We need ten percent, too,” says Joanne. “Do you want what everybody else gets or do you want ten percent?” asks Larry. “I’d really like to know what Big Router’s position is. Is there a certain amount of profit you’re trying to milk out of this position to cover your bad quarter?” “I didn’t say we’re having a bad quarter,” says Joanne. “We need at least ten percent. So do the other VCs. I don’t see what’s so complicated about that.” “This isn’t working,” says Larry. The food comes during the ensuing silence. “Bon appetit,” says Joe. He attacks his t-bone with gusto. Joanne eats a trout very carefully, although she has been assured that it was both raised in the wild and deboned. Larry examines the mushrooms that surround his venison. Franklin toys thoughtfully with some sort of ragout on wild rice. “We can do it with the shoe,” he says with his mouth full. Some ragout and a few grains of wild rice are attached to his lower lip. “I don’t understand,” says Joanne.
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“Go ahead,” says Larry. “No, wait. Joanne, the ‘shoe’ is the underwriter’s over-allotment.” “I know that,” says Joanne after swallowing quickly. “Just so we’re all on the same page,” says Franklin, “we granted Barcourt a standard over-allotment of fifteen percent of the shares offered. So they have thirty days to buy 450 thousand more shares at the offer price. Same kind of thing they had in the IPO, and they bought the shoe within a week of when we started trading. We’ve been divvying this up based on the offering but ignoring the shares in the shoe.” “Aren’t they usually divided the same way as the rest of the offer?” asks Joanne. “No law that says they have to be, as far as I know,” says Franklin. “I can remember other transactions where the shoe was handled differently.” “So can I,” says Joe. “So let’s establish that the shoe is entirely from selling stockholders,” Joe continues. “That gives us another 450 thousand shares to play with. If we say that another 100 thousand shares from the shoe go to the management pool…” “Still not enough,” says Larry. “Let’s start here,” says Franklin. “I’m not agreeing; I’m just listening,” says Larry. “If I say ‘Okay’. It means ‘Okay, I understand the math,’ but it doesn’t mean I agree.” “Right,” says Franklin. “So that makes the total pool for other selling shareholders 1.95 million shares. By the time the shoe is sold, we’ll each have over eleven percent. I can live with that, Joe? Joanne?” Joe says: “I think I can sell my partners on that.” “What do we have if the shoe doesn’t sell?” asks Joanne. “We’re back to nine something, right? We’re under ten percent. I can’t do that.” “The shoe always sells, at least these days,” says Franklin. “I don’t see Big Router accepting the uncertainty,” says Joanne. “We need a real ten percent.” “Okay…” says Larry. “Is this ‘Okay, you understand’ or ‘Okay, you accept’?” asks Franklin. “This is ‘Okay, I have another idea that I think gets us all where we need to be’.” “Go ahead,” Joe says. “Don’t know how many more numbers I can take.” “First,” says Larry, “I can’t ask the other members of the management team to play this shoe game. Too complicated for too few shares.” “That’s what I said,” says Joanne. “You have lots of shares,” says Larry. “But I can solve your problem, too.” “I don’t have a problem,” says Joanne. “Okay,” says Larry, “you don’t have a problem. Will you please let me explain what I’m proposing?” “Please do.” “Thank you. Since I can’t ask any other members of the management team to get involved with the shoe, Louise and I will have to take all the risk on
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that. Remember, we’re pretty much agreed that sixty-five thousand for Aaron and Frank Folger is right and 100 thousand for Donna…” “I don’t agree that Donna has to get to sell 100 thousand,” says Joanne. “She’s key to getting this secondary done and to our relationships with the financial community. It sends a bad signal if she gets less,” says Joe. “I think we should go with Larry’s recommendation on this.” Joanne pouts. “So that’s 250 thousand shares for the rest of the management team…” “Two-hundred thirty thousand,” says Franklin. “Right, Franklin — 230 thousand,” Larry says. “I must be getting tired. So if we allot 500 thousand shares from the base offering to management, that’s 270 thousand shares for Louise and me. Less than four-and-a-half percent of what we have. I don’t like that, but in the interest of the rest of the team and with some upside I’ll take it.” “But Big Router can’t take the risk…” Joanne objects. “I’m getting to that,” Larry says. “Let’s give Big Router what it wants: ten percent from the basic allotment. That pushes the others down to only eight percent in the initial but they get compensated in the shoe. When the shoe goes, Louise and I get another 100 thousand shares to sell, which brings us over five percent and the rest goes to the other VCs so they come out just shy of eleven percent.” “But then Big Router isn’t being treated like the other VCs,” Joanne protests. “Which do you want,” asks Larry, “a guaranteed ten percent or to be treated like the other VCs? They’re willing to wait for the shoe. You’re not. Make up your mind.” “Can I see it on paper?” asks Joanne. “Not at the Harvard Club,” says Larry. “I’m tired, but we can go somewhere else.” “No, just go over the numbers for me again,” says Joanne. Larry does. “I can buy it if we get to eleven percent after the shoe,” says Franklin. “That means that your share of the shoe is only seventy-five thousand.” “Thanks a lot,” says Larry. “Joe?” “I can sell it if we get eleven percent after the shoe. That’s my bottom line, too.” “Joanne?” asks Larry. She looks at Joe. No response. She looks at Franklin. He winks openly. “Okay,” she says. “Okay. Just in the interest of keeping everyone happy.” Larry leaves for home; Joanne heads for the ladies’ room. “It worked out pretty much like we thought it would,” says Franklin. “Our boy’s pretty tough even without sleep, but this is about where we thought we’d end up allowing for Big Router’s sudden need for cash. I’m selling all my Big Router shares and everything else in that part of the industry, though.” “Yeah,” says Joe. “It helps with him being on my home ground. Did you see his face when he couldn’t use his computer?”
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“He was still pretty quick with his numbers, though,” says Franklin. “I knew he was cracking when he broke the silence after he bluffed with not doing the secondary. I wish you’d been able to shut Joanne up more, though. I think he was closer to walking because of her than the issues.” “Women are genetically incapable of using silence as a negotiating weapon except against their husbands,” says Joe. “God bless ’em. Not sure she didn’t soften him up some though. He was grinding his teeth when she kept flipping back and forth between wanting to be treated like other VCs and wanting ten percent guaranteed.” Franklin says: “She was dumb to give up part of the shoe, but maybe she’s right that she couldn’t have sold it to the idiots at Big Router Ventures.” Franklin leaves shortly after Joanne returns freshened. “Did you and Franklin plan that in advance like Larry said?” she asks. “I mean did you do good cop/bad cop on purpose? I really want to learn.” “No,” says Joe. “Franklin and I didn’t discuss this in advance at all. It just worked out.” “I hope I did the right thing,” says Joanne. “I had a really hard time convincing the investment committee at Big Router Ventures that we should sell any. It really is against our policy and they were afraid it would send some kind of signal that we know something bad about hackoff — I HATE that name. But, in the end, they bought the argument that we already have an outsized gain and that it doesn’t hurt to act like real VCs every once in a while. I was surprised, actually, that they gave in. If it goes way up, they’ll never let me forget it though. I hope you’re right that this is the right thing to do.” “It’s the right thing to do if you want to be a VC even if does climb from here,” says Joe. “I’m not saying it won’t. Wouldn’t have left as much on the table if I lost faith in the company. But there’s a time to lock in some gain and this is it. Why do you suppose they gave in? Does that tell us something about Big Router’s quarter?” “I can’t imagine we’re having a down quarter,” says Joanne. “Everybody buys from us, I haven’t heard anything bad. I do appreciate your mentoring, Joe. Thank you.” Later that night, Joe makes two calls. One is to Harvey Maklin’s voice mail at Barcourt: “Hello, Harvey, it’s Joe Windaw. You’ll get a call tomorrow from Larry Lazard to talk you into letting selling shareholders do two-thirds of the secondary and all of the shoe. Except for the shoe part, that’s what we discussed earlier but, of course, don’t tell him that. Feel free to give him a hard time before you agree; it’ll do him good. Give me a call when you want to hit some balls. See ya.” The second call is to his broker: “Sell all my Big Router at market and work off the Windaw & Wallar position in Big Router as quickly as you can. Very quietly. Thanks.” Windaw & Wallar has a lot of Big Router stock because Big Router used its stock to acquire several companies which Windaw & Wallar has funded.
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“How did it go?” Louise asks sleepily as Larry climbs into bed. “Not too bad,” says Larry. “That bitch Joanne wouldn’t shut up and I had a raging headache and I never should have agreed to meet on Windaw’s turf at the Harvard Club and I know they set this up for when I was tired. Oh yeah, and suddenly Big Router wants to sell, too. But still, we’ll get about what I thought we’d get. You and I will sell 320 thousand shares. That would be only about forty-eight million, figuring the stock stays where it is and, of course, we have to pay taxes on that.” “We should be able to get by. Good job,” says Louise snuggling up to Larry’s back. “Tell me in the morning how everyone got what they wanted when there wasn’t enough to begin with and now Big Router is selling, too.” “Right, and remind me in the morning to sell all our Big Router.” “You’re not selling them because they’re selling hackoff, are you?” asks Louise. “No,” says Larry. “I think they’re going to have a bad quarter.” Even later that night, a waiter at the Harvard Club calls his brother who happens to be a stock broker. “Sell Big Router,” he says. “They’re going to have a bad quarter.” “Right, anything else, bro?” “Ever hear of a company called ‘jerkoff’ or something like that?” “Can’t think of one. Porn? Anything else you remember about them?” “CEO is named Larry Lazard. I seated him. They’re going to do ‘second’ they said; that mean anything?” “Yup. I got it. Lazard is head of hackoff.com stupid fucking name. Were they talking about a ‘secondary’?” “Yeah. That’s it, a secondary.” “Thanks for the tip.” ###
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TODAY'S MARKETS
Big Router Leads Some Technologies Lower
By PETER SCOTTSON THE broad STREET JOURNAL ONLINE
February 3, 2000 5:02 p.m. Big Router closed down 4 3/8 at 147 today after an early morning influx of sell orders. The market bell-weather was down as much as 7 1/2 points in the early afternoon but recovered towards the close. Volume was almost double the typical daily average. The stock is showing some weakness in high volume in after hours trading. The last trade reported was at 146. Some market participants dismissed the Big Router weakness as a necessary correction after a long run up. Harold Jones, an analyst at FCBC, says that any dips are a good opportunity to accumulate this strong stock. The company says it has made no significant announcements today that would explain this market activity. The company, citing its policy of never commenting on rumors, declined to comment on rumors that its growth for the first quarter may be below the whisper number.
Other router stocks also declined, apparently in sympathy with the move in Big Router. EverFast was down 2 1/8 to 172, and PacketWarp dipped slightly during the day although it closed unchanged. Antihack and hackoff.com, the two leading providers of hacker protection to e-commerce sites, both filed with the SEC for secondary offerings today. Antihack plans to offer four million shares of common stock and approximately 100 million in debt securities convertible into common. Two million antihack shares will be offered by the company and two million by selling stockholders including the founders, officers, and venture firms. Antihack was up as much as 7/8 to an all-time high of 57 ¾ on moderate volume at the close and prior to its announcement. The stock is slightly down on moderate volume in after hours trading. First Boston is the lead underwriter for both the antihack equity and debt transactions. Hackoff.com is offering three million shares of its common, two million of which will come from selling shareholders and one million from the company. The company has been off its highs earlier in the session and closed sharply lower, down 18 1/8 to 135 7/8 on heavy volume. It has recovered slightly to 137 on light volume in after hours trading. Barcourt Brother is the lead underwriter for hackoff.com.
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### “What the fuck happened?” Larry and Donna are in Larry’s office on a conference call with Harvey Maklin and Sam Gutfreund from their respective offices at Barcourt & Brotherson. Larry is pacing back and forth between the table with the Polycom on it and his desk where he can watch hackoff shares trade in the aftermarket. “Larry, stocks always fall on the announcement of a secondary, we told you that,” says Harvey Maklin. “This is nothing unusual. You’re trading where you traded a week ago. We don’t think this is a bad reaction.” “It didn’t have to be this bad,” says Larry. “You guys were just asleep at the fucking switch. I was watching. Some big sell orders came up — that was no surprise — and where was your fucking trading desk? You’re supposed to be our market-makers but you weren’t there with a bid. All of a sudden Barcourt disappears. And the stock falls like a fucking rock. I can see what’s going on.” “We got hit like everyone else with an avalanche of orders,” says Sam. “They took out all our bids before we could repost them.” “You mean you didn’t want to risk any of Barcourt’s precious capital doing your job even after all the money you’ve made on us,” says Larry. “It would have been better if the filing was made after the market closed,” says Sam. “Not to make an excuse but we could have handled it better then. Better chance for the information to get absorbed.” “Your fucking lawyers told us we had to let the filing go when the rumors hit,” says Larry. “Now you’re telling me everything would have been fine if we waited a couple of hours like we wanted to?” “No, it’s just too bad the rumor got out,” says Sam. “You did what you had to do. We did what we had to do. But we don’t catch falling knives.” “Now we’re a fucking falling knife! A minute ago Harvey says not a bad reaction and you call us a falling knife. Which is it, guys?” “Taken as a whole,” says Harvey, “this wasn’t bad. The stock’s not at a bad place. It’s still at nine times the IPO, which is a strong place to start a secondary. Investors may be a little spooked by how much stock is coming from selling stockholders, but I think we’ll be okay.” “Now you’re throwing that back in my face,” says Larry. “This morning you tell me that you can handle two-thirds/one-third and now it’s our fault the stock is down.” “We advised half-and-half,” says Harvey. He is smiling but he’s alone in his office so no one can see that. “Another thing,” says Larry. “Fucking-piece-of-shit antihack isn’t even really down, and they announced their secondary. How come they don’t ‘have a natural reaction’?” “Investors may like the debt portion of their offer,” says Harvey. “We would have been happy to do a convertible for hackoff. We told you that.”
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“Yeah,” says Larry. “You would have been happy with the commission, you mean. We don’t need to borrow the money. Look, I don’t have more time to spend on this call. Let me tell you what I expect: One: the fucking trading desk has to wake up. We need our market-maker to support us. I’ll be watching the trading and I expect support even if Barcourt has to risk some of its own money. Two: the guy you’ve got replacing Gustav as our senior banker for the roadshow sucks. We did a run-through with him and he apologized for being alive. No fucking way we’re going on the road with him. Get Gustav back or get someone better. Three: I’m gonna be watching how First Boston does supporting antihack. I expect you guys to do better. Should be easy; you’ve got a better product to sell. Harvey, you with me?” “We’ll do the best we can,” says Harvey. “I have some ideas on someone else for senior banker; I’ll get back to you tonight — tomorrow latest.” “Sam?” prompts Larry. “Can’t predict the market,” says Sam. “I wish you guys luck.” “So that’s why I called,” says Larry to Donna after Sam and Harvey hang up. “You called because you can’t stand to see the stock go down,” says Donna. “I told you they wouldn’t promise to support it. Gutfreund didn’t even say he’ll try.” “He’ll try,” says Larry. “He’s a good poker player and he has more balls than Maklin but he knows he fucked up or his guy fucked up and it was important that he know that I know. Just like when a player argues with the ump, right? That call isn’t going to be changed but maybe the ump gives the guy a break on the next call to make up for it. And I got them replace that pathetic kid they sent.” “Whatever,” says Donna. “You have a problem?” asks Larry. “You should be happy. I fought like hell for your shares. Everyone gave up something except you.” “I thought we’d be in the shoe,” says Donna. “We were talking about initial allocation. Everyone knows that the shoe is on top of that. And you took the whole management part of the shoe.” “Jesus,” says Larry. “How ungrateful can you be? I had to give up part of my initial allocation; I had to deal with Big-fucking-Router that now decides it’s a VC firm and, oh yeah — Joanne, who doesn’t think you’re worth 100K shares — and now YOU’RE giving me shit?” “I’ve got to buy some clothes for the roadshow,” says Donna. “See you tomorrow.” ###
Email, February 3, 2000
From: Larry Lazard [mailto:[email protected]]
hackoff.com Sent: To: Subject: Eve:
© 2005 Tom Evslin Thursday, February 3, 2000 Eve Gross WSJ 6:10 PM
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How come those assholes at antihack get their secondary listed first in the wsj article. It positions them like they’re the leader in the field. We’re the leader; we were public first; our market cap is a hell of a lot higher. Why do we get treated like second class shit?
From: Sent: To: Subject: Lar:
Eve Gross [mailto:[email protected]] Thursday, February 3, 2000 6:15 PM Larry Lazard RE: WSJ
I checked and these stories get to the wsj from the brokerage firms. Looks to me like First Boston did a better job than our friends at Barcourt in getting this positioned. Or maybe they just got to them 1st. I can call the reporter if you want but since the facts are right I don’t see much to complain about. Eve
From: Sent: To: Subject:
Larry Lazard [mailto:[email protected]] Thursday, February 3, 2000 6:18 PM Eve Gross RE: WSJ
No, let it go. Its just one more fuckup by Barcourt. Couldn’t be that antihack story got there 1st since we filed during the day and they didn’t file until after the close. But we’re going to have to work hard at our positioning during the roadshow. Investors are going to have to decide how much hackoff to buy and how much antihack to buy and we want the decision to always go our way. That’s your job and Barcourt’s not going to help at it.
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From: Sent: To: CC: Subject: Lar:
Eve Gross [mailto:[email protected]] Thursday, February 3, 2000 6:22 PM Larry Lazard Aaron Smyth RE: WSJ
It is a quiet period again with the prospectus filed. So I am going to need good guidance from you and Aaron on what we can and can’t say and what kind of press releases we can put out. I’m glad to do my part but want to set your expectations right that my hands are tied to some extent during this period. Eve
From: Sent: To: CC: Subject: Eve:
Aaron Smyth [mailto:[email protected]] Thursday, February 3, 2000 6:32 PM Eve Gross Larry Lazard Privileged attorney-client communication
You are correct that we are again in a quiet period and must be extremely careful not to make any announcement which the SEC could interpret as hyping our stock. They have been known to slow-roll the review of a prospectus when they think the company is frontrunning. They also could force us to postpone the offer even after the prospectus is approved if they think we are trying to promote the transaction in any way other than the prospectus. Aaron
From: Sent: To: Subject:
Larry Lazard [mailto:[email protected]] Thursday, February 3, 2000 6:45 PM Aaron Smyth; Eve Gross; Frank Folger RE: Privileged attorney-client communication
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Of course we understand that we can’t hype the stock. However, I assume that we are still allowed to make the kind of announcements that are critical to running the business (as opposed to the stock). For example we always announce major new customers if they let us. We do that for the business reason that one name customer attracts another. So I assume, for example, if Frank Folger lights a fire under the salesman whos dicking around with the iHudson.com account and gets that closed and they give us permission then we could announce that in the ordinary course of business. Frank, I really want that done regardless of secondary.
From: Sent: To: Subject:
Aaron Smyth [mailto:[email protected]] Thursday, February 3, 2000 6:50 PM Larry Lazard; Eve Gross; Frank Folger RE: Privileged attorney-client communication
You are correct that we can make announcements in the ordinary course of business. However, I would be extremely careful. The SEC doesn’t have to agree with our interpretation of the ordinary course of business. In fact, they don’t even have to talk to us if they think we’re frontrunning, they can just slow roll us and we may not even know why.
From: Sent: To: Subject: Boss:
Frank Folger Thursday, February 3, 2000 7:00 PM Larry Lazard RE: Privileged attorney-client communication
Two things that would help us close iHudson.Com. You know that the second biggest online bookseller in the world isn’t going to give us equity so obviously this will be a cash deal. But cash is tight for them so aggressive pricing would really help. Are you approving that? An extra spif for Oliver if he closes this should help. Remember that if we give them a low cash price this won’t help him much
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toward quota. If we want him to spend time on it, we’re going to have to make sure he can make some money. Frank
From: Sent: To: Subject:
Larry Lazard Thursday, February 3, 2000 Frank Folger iHudson.com
7:15 PM
You mean if we give the product away and overpay the salesman, then maybe he can make a “sale”?
From: Sent: To: CC: Subject:
Harvey Maklin Thursday, February 3, 2000 Larry Lazard; Donna Langhorne Rachel Roth Roadshow Team
7:45 PM
Larry and Donna: I have some news that I think you’ll welcome. The senior banker accompanying you on the secondary roadshow will be Rachel Roth. You know her, of course, from your IPO. Since then she’s been promoted recognizing her outstanding contribution to companies like hackoff.com. Rachel is, of course, very familiar with hackoff already and will, I’m sure, do an excellent job on the roadshow team. Accompanying Rachel and assisting her will be Jason Jamfus who has recently rejoined Barcourt after pausing to get his MBA at Columbia. I’m sure he’ll be an excellent member of the team as well. I hope to join you myself for some of the accounts in New York and possibly Philly. Please let me know if there is anything else I can do. Yours truly, Harvey
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### Larry picks up his desk phone and dials Frank Folger’s extension. When he gets voice mail, he hangs up, then dials Frank’s mobile phone. “Taking off early?” Larry asks Frank when he answers. “No,” says Frank. “Kid’s got a hockey game tonight so I’m gonna watch. Always on the phone, though.” “You mean ‘yes’,” says Larry. “You’re at a hockey game.” “What’s up, boss?” “iHudson.com,” says Larry. “At least I want it to be up. I want to be able to announce it.” “I hear you,” says Frank. “I sent you an email with some suggestions how we can close it.” “Yeah, I answered your email,” says Larry. “You want to give the product away and pay the salesman extra for ‘selling’ it. If Oliver can’t do the job, why don’t you give the account to someone who can?” “I have a lot of confidence in Oliver,” says Frank. “He does well at the big accounts. They like him.” “He isn’t closing shit, they like him so much.” “These are long sales-cycle accounts,” says Frank. “That’s why I’m suggesting we find a way to pay more to tide him over so he can make some money while he’s waiting for the elephants to fall.” “He’s not supposed to wait. When you hunt elephants, you shoot them. That’s what makes them fall down. You don’t just sit around and hope that they’ll trip or something, then cut off their heads for your game room. “Look, I don’t want to have a theoretical discussion about selling,” says Larry. “I want to be able to announce closing iHudson.com. You should want this too. You’re selling stock in the secondary. You want to sell at a high price or a low price? Not that we don’t want the account anyway but this would be a very good time to announce it. Capiche?” “I get it, boss,” says Frank. “Believe me, I get it. I’ll be all over Oliver like flies on shit. But we’ll close faster if I can have some freedom on price. And it really would help to make Oliver whole on this.” “I’ll give you some room on price; you get me an announcement,” says Larry. “And tell Oliver if he doesn’t get this for us we’ll fire his lazy ass and he can go somewhere else and wait for elephants to fall.” “I think some positive incentive too would help,” says Frank. “Tell him if we get to make an announcement of iHudson.com this month — don’t tie it to the secondary — we’ll be thinking about that when we figure his options after the secondary.” “Salesmen care more about cash than options,” says Frank. “When they see how rich you get in the secondary, they’ll learn about options,” says Larry. “One other thing…” “Yeah, boss.”
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“Don’t send email with ‘attorney-client privilege’ in the subject line unless there’s a lawyer in the address list. And don’t ever say anything in email about wanting to announce iHudson because of the secondary.” “Right, boss.” “Good luck with the hockey,” says Larry. “Bring me an elephant.” # The waiting room at Semper Investments in Boston hasn’t changed. In winter, heavier coats and some hats are on the racks by the elevator. The supplicant roadshow teams still mill around uncomfortably in the big waiting room where there aren’t enough seats, trying to avoid contact with each other and waiting for their assigned numbers to appear in red lights on the board. One change is that half the teams have abandoned their pitch books. Instead, the technically comfortable teams are making their PowerPoint presentations directly on laptops. The hackoff team is technically advanced; their junior banker, Jason Jamfus, carries Larry’s laptop as they wait for their appointment with Tom Chen. When their number lights up, the salesman leads them towards the appointed room. In the hall going the other way, they pass the team from antihack. “Good afternoon, Larry,” says antihack CEO George Wrobly. “Tommy and John Signal are in rare form today.” He stretches out his hand to shake. “Fuck you, George,” says Larry without breaking stride and with a perfect simulation of a smile someone else might have used to say “Good afternoon.”. He ignores George’s hand. The bankers nod to each other, and Donna shakes hands with the antihack CFO. Everyone keeps walking. Tom Chen is alone in the small conference room. “Is John Signal going to join us?” the salesman asks while Jason looks for power for the laptop and sets it up for Larry. “He told me he might be here. I think he has a pretty good hackoff position in his fund.” “I don’t know,” says Tom Chen. “Haven’t seen him today. One of the analysts may be coming down, though. We’ll give them a couple of minutes. I’m mad at you guys,” Chen says to Larry. “Why?” asks Larry. “We’re up eight x since you bought us.” “Our rules require that the bankers leave,” says Tom Chen. “I’m … uh … just setting up the pickle,” says Jason. “Then I’ll be out of here in a flash.” The “pickle” is a pickle-shaped piece of plastic with buttons that communicates by infrared with a device plugged into the serial port of the laptop. It enables the presenter to advance slides on the computer without having to be able to reach keyboard or mouse. It only works sometimes. “I can do the pickle,” says Larry. The bankers and the Barcourt salesman leave. “Why are you angry with us, Tom?” asks Donna with an ingratiatingly humble smile.
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“The stock crashed when you announced the secondary,” says Tom Chen. “You cost me a bundle; you’re not helping this quarter at all.” “But all stocks fall when the company announces a secondary,” objects Larry gently. “Antihack has hardly fallen at all,” says Tom Chen. “I think you guys got greedy. I think you could have waited. You said you had enough cash for the company.” “Well,” says Larry, “the bankers felt it was the right time to go. This is hardly dilutive to you guys who were in at the IPO. If we closed today, new investors would come in at eight times what you paid. The stock that’s coming from the selling stockholders — particularly that coming from the VCs — would have come out eventually anyway. And the company isn’t selling that much, so there is less dilution than there would be if the company were selling more shares.” “You’re now down to 7 1/2 times the IPO price,” says Chen looking at his pager. “And we acquired some position after the IPO. Let’s get going; doesn’t look like anyone else is coming to the pitch and I don’t have a lot of time.” Larry hasn’t been able to get the pickle to work while trying to keep up his end of the debate with Tom Chen. He sticks it in his pocket and seats himself so he can use the keyboard to advance the slides. “You see these okay?” he asks Tom Chen. Outside the conference room window, snow is starting to fall. “Go,” says Chen. #
hackoff.com at a glance
2300 Segment leader with over 1300 licenses sold
50% market share according to Snow & Hanrahaty
$250m 12/31/99 Equity portfolio valued at $75m 3/31/99 $48m 4Q99 1Q99 Revenue runrate $28m annualized 3 Key technology protected by issued US patents
Feb 10, 2000 Confidential Copyright Property of hackoff.com © Slide 4
# “You may remember this slide from our first roadshow,” says Larry.
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“What is it?” asks Tom Chen. “Well,” says Larry, forcing his strong speaking voice against Chen’s impassive hostility, “this was the slide we used to show hackoff’s status at the time of the IPO.” “Why’s everything crossed out?” asks Tom Chen. “It’s hard to read.” “The bankers gave it the prize for the ugliest slide they’d ever seen,” Donna interjects. “It is ugly,” says Larry, glaring at Donna. “But I think it makes a point and that’s why I made it. It shows the progress we’ve made in the three quarters that have passed since the IPO. We’ve almost doubled the number of licenses we’ve sold. Being a public company has probably helped sales, actually.” He pauses briefly, then goes on when there is no response. “There’s been a huge increase in the value of our portfolio — more than three x. At the end of the fourth quarter it was worth more than 250 million dollars.” “What’s it worth now?” Tom Chen asks Donna. “Just a little more than that, we think,” she says. “We don’t value it daily and the market has slowed down a little, as you know.” “I wouldn’t be surprised if it’s down,” says Chen. “I hold some of those positions myself. The market is nervous that hackoff’ll dump some of those positions and drop them further.” “Then you should like the secondary,” says Larry reasserting control. “Extra cash for the company means we can hold the portfolio positions longer and that’s good for the whole market.” “How do you value the companies that haven’t come public yet?” Chen asks Donna. “We don’t value them ourselves,” she says. “John Braxton at Barcourt does. He assigns them a value based on what he thinks their IPO price’ll be. Since there’s always a pop on going public, we think that’s conservative and—” “Assuming they do IPOs,” Chen interrupts. “Right,” says Larry. “We’ve also made the traditional kind of progress. In fact, our revenue run rate for the fourth quarter is almost twice what it was when we saw you last time.” “How much of that is cash revenue?” “A little under a third of our revenue is cash, the rest equity,” Donna answers. “You asked that question last time we were here, if I remember correctly. At that point we were just over fifty percent equity and I said we were aiming to get the equity portion up to ninety percent. We’ve made progress on that, too, as you can see.” “You’re not taking in much cash,” says Tom Chen. “Antihack was just in here. They are bringing in more actual cash revenue.” “They don’t have any equity portfolio,” says Larry. “No one would give them equity for the crap they’re selling. They—” “THEY say that no one will give you cash for your product,” says Chen.
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“Look,” says Larry. “The only good thing I can say about them is that they know that security is a good market. They copy everything we do and still can’t get it right.” “They haven’t copied you in accepting equity,” says Tom Chen. “As I said,” Larry smiles tightly, “they can’t quite get it right. They don’t get the product right either. And, if you look at the fourth bullet on our slide, they aren’t going to be able to deliver what we deliver because we have patents — two new ones issued this year — on the technology our customers need.” Tom Chen is impassive. “If they’re doing so well,” Larry goes on “why do you think they have to raise debt as well as equity? They have to do that because they don’t have a portfolio the way we do and they can’t finance their business on the cash they’re bringing in.” “I don’t like the debt part of their offer,” Tom Chen concedes. He is largely silent as Larry proceeds through the rest of his presentation and as Donna presents the numbers at the end. “Tom, we’d like your support for our offer,” says Donna as she wraps up. “I think one element of cash you might want to look at is the cash we’re generating from our equity positions without even trying. We brought in ten mil just last quarter when AOL bought one of our portfolio companies. I can’t give you the number for this quarter but I’d be surprised if it isn’t higher.” “We already have a big position in hackoff,” says Tom Chen. “Maybe we should lighten up some.” “I hear you already HAVE lightened up a little,” says Donna. “I know you’re smart. I think you took some profit in the highs before we announced the secondary, maybe you even helped to bring the stock down some but we don’t hold that against you, and now I think you’ll continue to be smart and buy back even more at the lower price.” Tom Chen smiles for the first time in this meeting. “John Signal asked me to ask you if you have any announcements coming.” Donna starts to answer but Larry interrupts. “I can’t be specific,” he says, “but big online booksellers are very security-conscious; they have to be with the volume of dollars and credit card transactions they do. And hackers’ve been targeting them.” “Amazon?” asks Tom Chen. “Well,” says Larry, “usually we find that we get the number two or three in a category signed up first. Then, after we announce that, it seems we have a better shot at number one.” “iHudson.com,” says Chen. “They’re running short of cash.” “As I said, I can’t be specific,” says Larry. Tom Chen stands to signal the end of the show. Donna rises with him. “Tom, we’ve done well for you up to now.” “Except for announcing the secondary.” “I know you figured out we’d do that,” says Donna. “You’re too smart not to. You’re just giving us a hard time. Fair enough. We’d like your support in the secondary. Your support’ll make us that much stronger and that’ll help your
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portfolio as well. We’re in this together. And we’ll do well for you going foreward, I promise.” “I’ll look at it,” says Tom Chen. “Now I’ve really got to go.” “Tom, thanks for your time,” says Larry. “You ask hard questions, but that’s what Donna and I like. We spend so much time pitching to bozos who have no idea what we’re talking about or even what THEY’RE talking about. I was looking forward to seeing you, and you haven’t disappointed us.” “I’ll look at it,” says Tom Chen and shakes hands with reasonable warmth, especially Donna’s. Wet, heavy snow is falling in thick grey globs and sticking to the streets. The limo is not outside the door but, reached by cell phone, the bankers say that they are orbiting and should be outside the front door in ten minutes. Larry and Donna wait in the muddy lobby. Larry dials a robot on his cell phone to get the closing prices of stocks he follows. He smiles, then frowns. “Well, we’re back up,” he says. “Chen had me worried when he said we were at only 7 1/2 times the IPO. We did dip during the day; probably those fucking Barcourt guys asleep at the trading desk again. But we recovered and closed up two and 9/16 in a weak market. But fucking antihack is up three. Can you believe that?” “You’re watching it too closely,” says Donna. “Nothing we can do about the stock price now.” “We can get that iHudson announcement out. We can beat the shit out of Barcourt to do their job as market-makers and not let the stock keep getting derailed by accidents. And we gotta do these pitches right. You know after we see someone like Chen who’s already got a huge position, we fuck up the pitch, they could dump it. They’re not gonna buy now when they know they can buy in the secondary but they sure as hell can sell. I was worried, but you pulled that one out. Good job.” “Thanks,” she says, “but I wouldn’t count on anything yet. Chen’s very nervous.” “How do you know?” “His foot jiggles all the time. It didn’t used to do that,” she says. “Maybe he’s just horny. Maybe that’s why he liked you.” “No. He’s gay.” “How do you know?” “Trust me. I don’t think he’s just nervous about us. He doesn’t seem to have the overall confidence he had before and he seemed distracted. Maybe he’s worried about his whole portfolio. Those guys live and die by their quarterly performance. He’s been living pretty high but he’s got a huge amount of money to manage. Hard to see how he can keep getting the returns he’ has been but that’s what investors expect. That’s probably why he’ll buy in the secondary, though.” “Why? He won’t get that high a return from the secondary.” “If he doesn’t buy, everybody’ll know. We’re a sizable position for him even though we’re a miniscule part of his whole portfolio. So, if he doesn’t buy, we tank. Then he’s got a loss he has to make up for somewhere else. Moreover,
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if we start to sell portfolio stocks — he was pretty plain about this — then they go down as well. You know how you used to say we’re ‘e-com squared’ or ‘cubed’ or something? Now maybe we’re a threat squared because not only can our stock go down, but we can hurt all the stocks in our portfolio and they’re in his portfolio too.” “That’s not bad,” says Larry. “I don’t mind being a threat squared, so long as he buys. Anyway, you did a good job turning him around. The more I pitched him the more hostile he got. How did you work your charm if he’s gay?” “Doesn’t stop him from being an egotistical little boy who needs to get told how smart he is,” says Donna. She isn’t smiling. “Why do you think he lied to us about John Signal? Said he hadn’t seen him all morning. But Wrobly said he was in the antihack meeting.” “Who knows?” answers Donna. “Something bothering you?” asks Larry. “I’ll be glad when we have the secondary sold,” says Donna. “At least we get to spend tonight at home. I’m looking forward to that.” The limo arrives but the bankers have bad news. The snow has closed Logan airport at least temporarily and they are not sure it’ll reopen this evening. The private jet that’s supposed to take them to New York for the next day’s meetings can’t get into Boston and there’s a backlog of planes on the ground around the country waiting for clearance in. Their first meeting is a breakfast at the Jockey Club in New York so they can’t take a chance on waiting for morning. Larry suggests the train, but they’ve checked that. There are no reservations available. They could get on an unreserved coach train to New York but those are running very late because of some frozen switches and are probably very crowded, maybe standing room only. Also the storm — a Nor’easter — is blanketing the Rhode Island and Connecticut coasts and may disrupt the trains even more. “Okay,” says Larry. “Let’s take the limo down to New York.” The black stretch limo they’re in has stripes and dots of colored mood lighting in its interior. Now that it’s dark, the garishness of the lighting is more apparent. The driver is separated from them by a smoked glass window. Larry lowers it and says: “Hi. We need to go to New York instead of Logan. No planes there. Any problem?” “Can’t do that,” says the driver. He has a broad Boston accent. “Why?” “We just do local jobs. Never been West of Framingham in my life.” “Well, I know the way,” says Larry. “No problem.” “Look, sir, I cuhnt take you down theah. That’s not what we do,” his accent grows broader. “Try your office,” says Larry. “Maybe they have someone else who can take us down.” The driver tells Larry, again, that they don’t do long trips but does try to call. He can’t get a dial tone on his cell phone. Larry has intermittent dial tone but gets a fast busy when he tries the number the driver tells him to call.
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“Whole city is fucked up,” says Larry. “Everybody’s trying to call at he same time to say they’re gonna be late getting home or change their reservations or something. Look, let’s try this.” He hands the driver two 100 dollar bills. “You can say we hijacked you or something. Don’t worry, my banker friends’ll make everything okay with your boss. There’s two more of those for you when you get us to New York. And a hotel room at the W, too.” “Don’t wanna stay at no W,” says the driver, but he folds the bills and puts them in his shirt pocket. “They got queahs theah.” “They got what? says Larry. “Queahs, queahs always stay at Ws.” “Queahs? Oh, you mean ‘queers’ — gay people,” says Larry amused. “Do you mean Versace? Elton John? Who d’you mean?” “Who? I don’t know those guys. Just queahs.” “He thinks it’s the ‘Y’,” says Donna angrily to Larry. “This is a fucking nightmare. At least I thought we were going to get home tonight.” Larry laughs. “Don’t worry,” he tells the driver. “We won’t put you with any queers. This is the ‘W’, not the YMCA. You just get us there and we’ll keep you safe.” “‘W’… ‘Y’ — same thing,” says the driver. “Okay, first we gotta get outta this city. Looks like the ramps to the Turnpike down here’re blocked.” A few minutes later they’re in the Sumner Tunnel headed for Logan airport. “He’s taking us to Logan,” Donna hisses to Larry. “He’s just gonna dump us there to get rid of us. We’re gonna end up spending the night at the airport.” Larry rolls the window down again. “Why are we going to Logan? It’s closed.” “I know,” says the driver smiling. “That makes it the best way outta town. Trust me.” “Trust him,” Larry tells Donna. She turns angrily away and stares out the window at the grimy yellow tunnel walls. They are the only car in the tube. When they arrive at the airport end of the tunnel, they snake through local streets on the periphery of the airport where snow-covered planes stand like ghosts of themselves and the rotating beacon lights only the underside of the falling snow. In a few minutes they are in a much newer tunnel. The driver rolls down the window. “Ted Williams Tunnel,” he tells Larry. “Leads right onto the Turnpike.” And it does. In a few minutes they are on the almost empty Mass Turnpike Extension in a canyon sunk below the old streets of Boston. Few cars can join them because most of the ramps are blocked by cars and even semis that have slipped on the greasy snow. The Turnpike, itself, is being sanded and salted by a fleet of trucks and they can and do easily make fifty on it. “Okay,” says Larry. “We’re going to New York. Nothing stops hackoff. Bet the antihack guys are stuck and going nowhere.” “Good job, Larry,” says Rachel Roth. The bankers have been very quiet during the commandeering of the limo. “It will be nice to get home tonight.”
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“You’re welcome,” says Larry. “How did things go at Semper?” asks Rachel. “We haven’t heard anything from the salesman, but that’s probably just because of the weather.” “Tommy Chen was hard on us,” says Larry. “But Donna cheered him up. I think we’ll be okay.” “Good work, Donna,” says Rachel. “Yeah,” is all Donna says. Then: “Larry, these mood lights are obnoxious. Can you get your friend to turn them off, please?” At the moment, everyone is purple. By the time Larry has the window rolled down to the driver, they are red. The driver is sorry but he doesn’t have a switch up front for them, maybe there’s something in back. Do they want him to pull over so he can look for it? Larry says they don’t; he’ll look himself. They play musical chairs as Larry searches the back of the limo. He finds some warm soda; a package of condoms (opened); controls for the heat; controls for the radio; a switch that turns on white lights; but nothing for the mood lights. “Skip it,” Donna says. They are all blue now. There is a long bench seat down the left side of the limo. A smaller bench seat goes across the back and the door on the right side opens just forward of that. There’s a bar with dusty glasses and the warm soda. In front of that and behind the driver’s window is a single seat. Larry and Jason are sitting on the side seat. Donna is nearest the door on the back seat. Rachel is as far from her as it is possible to be on the other side of the back seat and kitty-corner from Larry. “When do you think we’ll be in New York?” asks Rachel. “Depends on the roads,” says Larry. “Probably after midnight at this rate. I’m going to have the driver stay away from the Coast. In this weather, there’s usually less snow inland.” “Are you interested in meteorology, Larry?” Rachel asks. “No,” says Larry. “I’m interested in mushrooms but they grow in weather.” “Mushrooms?” asks Rachel. “I didn’t know about that.” They make small talk for a while. Larry’s mushroom hobby and some recent mushroom hunts he’s been on. Rachel’s relationship with Ahmed. They still live together. Ahmed met her parents and it went okay. Sort of. She still hasn’t met Ahmed’s parents. He still isn’t very romantic. He has a good new job, though. He is New York liaison for a Palestinian group helping to outsource jobs to Palestinians in what he calls the ‘occupied territories’ — not that he’s very political. “What was Davos like?” Rachel asks. “If there was such a thing as an establishment, this would be it,” says Larry. He tells her about all the famous people who were there and about the demonstrators who suddenly disappeared. Jason is working on his computer in the dim and shifting light. Donna is silent. Eventually the silence spreads. “I’m gonna try to sleep some,” announces Larry. He tells the driver to take Route 84 towards Hartford — it’s either south or west, he’s not sure which
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— at Sturbridge. Then stay on 84 through Hartford. Make sure to wake him, Larry, up when they cross the New York border for more directions. Larry’d be glad to drive if the driver is getting sleepy. The driver explains that he can’t let Larry drive because he doesn’t have a limo license, but he’s fine, used to working double shifts, and this is easier than Boston traffic. Larry congratulates the driver on being west of Framingham for the first time and asks Jason to take the single seat so he can stretch out. Jason is glad to. “Before you go to sleep, Larry,” says Rachel, “let’s find out how many people want hotel rooms in New York besides the driver. Larry, you already have a reservation at the ‘W’ so I assume you don’t want to go back to Atlantic Highlands?” “Louise is away,” says Larry. “Yeah, I’ll stick with the ‘W’. Protect the driver from the ‘queahs’.” “Donna?” asks Rachel when Donna doesn’t say anything. “I’m sleeping at home,” says Donna. Turns out portions of Route 684 around Golden Bridge, New York are closed because of flooding. Larry, waking from a deep sleep when the limo stops at the police roadblock on 684, realizes that he is in a part of the world that he visited intensely many years ago during a short-lived romance with a distant relative of the Rockefellers whose estates still dominate the tops of the rolling hills. Half-awake and half-asleep, he fashions a bypass with only or two back-trackings on the dark, wet two lane highways of the region. Still, it is very late — close to 2:00 AM — when the limo enters upper Manhattan. The apartment Rachel shares with Ahmed is in Morningside Heights so dropping her off is the first stop. “Ahmed coming down to let you in?” asks Larry. “Don’t want to just drop you on the curb this time of night.” “No problem,” says Jason. “I’ll get out here, too, and see her in. Easy enough for me to take the subway to Brooklyn then.” “You sure?” asks Larry. “We could easily get you a cab from the ‘W’. It’s a long subway ride this time of night.” “No problem,” insists Jason. He and Rachel get out. Larry has the limo wait long enough to see them both go in, then instructs the driver on heading downtown towards Donna’s brownstone on 95th Street. Once the car is under way again, Larry moves to the back seat next to Donna. “You think they’re fucking?” he asks. “Maybe Ahmed the Arab isn’t even home.” “Don’t care,” says Donna. “But if you looked somewhere besides at her ass you would’ve seen that a light went on upstairs just as they were going in the downstairs door.” “Is Francis home?” asks Larry. “Doesn’t matter,” says Donna. “What do you mean,” says Larry. “Doesn’t matter to whom?” “Doesn’t matter to whether I’m going home tonight. I am.”
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“Well, I was thinking that … if Francis isn’t home … I do have the room at the ‘W’…” No answer from Donna. Larry continues: “It’s sort of a tradition with us that we relive our youth after we pitch Tommy Chen at Semper. I mean…” “Forget it,” says Donna. “I’m going home.” When the car reaches Donna’s brownstone, it double-parks, blocking the narrow street and Larry gets out with Donna. She has her key out and opens the first door swiftly but fumbles for a minute with the key to the second. Meanwhile, a cab honks raucously to move the limo out of its path. “Go ahead,” says Donna. “Your ride’s leaving.” “He’ll just circle,” says Larry. “I’ll make sure you’re in safe.” “You’re very gallant tonight,” says Donna, “making sure all the little girls get home safe. If you want to get laid, I suggest you go back to Atlantic Highlands.” She manages to open the second door; lights come on but no husband appears. “Louise is away,” says Larry. “See you at the Jockey Club in the morning.” “So, look, this is the ‘W’,” says Larry to the driver, when they arrive at the front doors. “We’ll get you checked in somewhere safe from the ‘queahs’. Maybe the doorman’ll know where you can park the limo.” “I’m gonna drive back to Boston,” says the driver. “Got a job tomorrow afternoon I don’t wanna miss.” “You sure?” asks Larry. “Drive all the way back? You gotta be exhausted.” “Like I said, I’m used to it,” says the driver, “and the weather’s cleahed up.” The sky has been washed clean and cold stars are visible in midtown Manhattan. “Good luck,” says Larry. He gives the driver the extra 200 dollars he’d promised plus another 100 as a tip. When Larry goes to the desk to check in, the woman at the desk tells him that someone has already checked in for his room and is in it. Of course, for security reasons, she can’t tell him who that is or give him the room number. Larry complains loudly enough to draw both a security guard and the night manager who does consent to have Larry call the room although without revealing the room number. Security looks like he would just as soon arrest him. “Hello,” says a sleepy-sounding Louise. “Louise? Aren’t you at your mother’s?” “Obviously not,” says Louise. “Is something wrong?” “No. I wanted to surprise you,” says Louise. “I didn’t want you to come home to Atlantic Highlands when you have to be in New York so early in the morning so I made up the story about going to my mothers and came here to surprise you instead. Of course, I did think you were going to get back a little
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earlier than this but the Barcourt travel office kept me informed about the weather and everything…” “How about letting me come up? What room are you in?” She gives them the room number but ‘W’ security insists both on verifying with her and checking his ID before letting him go up. “I’m sorry, sir, but we have to be very careful these days.” Louise is in a new negligee. “I was hoping to have you to myself for a little longer,” she says. “What time do you have to get up?” “Got to be at the Jockey Club at 8:15 for an 8:30 breakfast,” says Larry. “So up at seven. Hey, that’s a whole four hours from now.” “Maybe we better just sleep,” says Louise. “Snuggle me.” “How did you manage to check into my hotel room?” asks Larry. “How come all that security didn’t stop you from checking in?” “Barcourt arranged everything. The hotel knew I was coming. I called that nice banker lady, Rachel. She thought it was very romantic — of course, we’re probably old enough to be her parents. Anyway, she put me in touch with the travel people there and they arranged everything.” “Yeah, everything except letting me in,” says Larry. “Did Donna know about this?” “Yeah, I originally called her to see if she and Francis wanted to join us for a late dinner so he and I could listen wide-eyed and open-mouthed to how well the two of you did in Boston. But he’s out of town and she said she just wanted to get home and collapse in her own bed for a night. Why?” “Nothing,” says Larry. “She was acting a little strange. Maybe just that she knew your secret.” “How’s your secret?” asks Louise cupping his limp genitals under the blanket. “Thanks for surprising me,” says Larry as he touches her clitoris lightly with the side of his thumb. “How’re your secrets?” On the way back to Boston, the driver calls his cousin’s husband: “Okay,” he says, “I heahed a lot about a company called — get this — hackoff.com. Maybe Semper’s gonna buy some more of their stock and maybe they ain’t but this company’s got some problems. The CFO’s a broad and the CEO’s trying to fuck her, for one. I figuh you’ll know what to do.” ### On March 9, 2000 the NASDAQ reaches its all time high and closes above 5000 for the first time ever. The close above 5000 makes a little news but all time highs are now routine. NASDAQ set a new high three trading days before and the day before that and the day before that. On March 10, NASDAQ trades above 5000 all day and makes another (yawn) all-time high. On Monday, March 13, the NASDAQ is down more than 100 points although it shows some strength late in the day On March 14, the NASDAQ closes back down below 4800.
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“A needed correction,” the analysts say, “after such a long run-up.” It is generally agreed that this is a buying opportunity as the market “consolidates its gains”. Hackoff.com stock is down with the market, and on March 15 closes at 110 3/16 while the NASDAQ itself descends though 4600. Larry complains about how much less money the company and he and Louise will raise in the secondary, but is reasonably sanguine as he notes that antihack is down about the same percentage as hackoff. By March 23, the NASAQ has, as everyone knew it would, recovered to near the 5000 level. Predictions for when it will go through 6000 are fashionable and range from one to ten months. Only the most dour pessimists think it will take a full ten months to get to the next milestone. By March 23, antihack is also trading near its all time highs again. But hackoff.com closes below 100 for the first time since it climbed through the century mark on January 11. It is now off more than thirty-five percent from its high. “Y’all’s stock is behavin’ like a whipped puppy,” says the man whose Stetson is hanging from the back of his office door. It’s 3:00 PM in Fort Worth and the market has just closed in New York. He shows Larry and Donna the closing quote on the big screen on his desk. “It trails the market, some,” says Larry. “Its strength is the great portfolio we’ve got, so people overreact a little when NASDAQ is down and it takes a few days for them to get their confidence back. This is a great buying opportunity and the secondary makes it even better; you can pick up a sizable position without moving the price up. Once NASDAQ is clearly on its feet, the stock’s gonna be happier than a hound dog with two pricks, trust me.” “How is y’all’s bizness doin’? You gonna show an operatin’ profit this quarter?” “I’m glad you asked that,” says Larry. “Everyone asks us about the stock price and forgets about the business. We’re doing fine. Got some real good stuff in the pipeline, too. And we’ve been making some money when portfolio companies get acquired even though we haven’t actively been selling.” “But what about operatin’ profits? Y’all gonna have some?” “That’s what they say,” says Donna. “Analysts are predicting that hackoff will start being profitable this quarter.” “They’re sayin’ y’all are goin’ to have an operatin’ profit this quarter; not just a profit from sellin’ some stock?” “That’s right,” says Donna. “That’s the guidance. Of course, we can’t comment on that.” “‘Course not, ‘course not,” says the man. On his coffee table, there is a genuine Remington of a mountain lion sinking its teeth into the shoulder of a stag. Horns from another stag are above the door on which the Stetson hangs. The coat hook is a brass replica of deer horns. “But, are y’all ‘comfortable’ with what the analysts say about your profits? I mean your operatin’ profits, not what y’all make sellin’ stock.” Donna hesitates and the man looks less sleepy.
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“We talk to them all the time,” says Larry. “We’re always talking to the analysts. They have a good handle on what we’re doing.” “So they should know what their talkin’ about when they say y’all are gonna have an operatin’ profit?” “They should,” says Larry. “Ma’am, is there something you’re uncomfortable with?” the man asks Donna. “I’m very comfortable,” says Donna and smiles full dimple. “Great office you’ve got. Lots of horns. Did you kill some of them yourself?” “Sure did,” he says. “You comfortable with those analyst numbers?” “I’m the one who talks to the analysts,” says Donna. “But are you comfortable with what they say?” “Shaw am,” says Donna promptly. “I am.” “Okay. So long as we understand each other,” the man says. “Now why don’t y’all show me those slides you got?” “He’s not as dumb as he looks,” Larry says to Donna afterwards. “No,” says Donna, “but at least he didn’t say anything about a dog with two pricks or whatever that was. Where did you get that?” “I don’t know,” says Larry. “Someone from West Virginia said it, I think. Just wanted to talk to him in a language he’d understand.” “Sounded pretty dumb coming from you.” “Your hesitation didn’t help,” says Larry. “This may be Texas but he picked that up in a New York minute. What are you nervous about? You know we’re going to have a profit this quarter.” “I AM nervous,” says Donna. “We SHOULD have an operating profit. We sure as hell guided the analysts that way and I wouldn’t have done that if I didn’t think it was a slam dunk. But the sales figures didn’t look great in February. We’re still on track but the numbers are soft. Are you ‘shaw’ we’re gonna have an operatin’ profit?” “Let’s get ‘shaw’,” says Larry. “I’ll have Marcele set up a call with Frank for us tonight.” # Larry and Donna are in Larry’s room at the Four Seasons in Houston which is where they will be pitching tomorrow. They’ve just connected with Sales VP Frank Folger on the conference phone. “Where are you guys?” asks Frank. “Fucking Houston,” says Larry. “How’s it going?” ask Frank. “How do you think it’s going with the stock down thirty percent?” says Larry. “What’re you doing to help?” “I’ve got some good news for you, boss.” “I can use it. What?” “Got the iHudson deal.”
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“They signed? Great!” “They’ll sign tomorrow; I’m sure of it.” “It’s not signed until it’s signed. What kind of bullshit is this?” “They’ll sign tomorrow, trust me,” says Frank. “I’m playing golf with the CEO tomorrow afternoon. It’s in the bag.” “Okay,” says Larry. “That’s good, if it really is. Is Eve working on the press release?” “There’s a little problem there…” “What? What little problem? The whole point is to get the press release out and get the stock back up before we price this fucking secondary. I told you that.” “They haven’t given us clearance on the release,” says Frank. “They’re sensitive about that, so they took the standard PR permission out of the contract.” “Get it back in.” “I don’t think we want to do that, boss. It’ll slow things down. We don’t want this going back to the lawyers; we want it signed by the time the CEO and me tee off. Otherwise it can get delayed forever.” “Jesus Christ. Okay, sign the fucking contract, but be sure you get permission from the CEO before you finish your round of golf.” “I’m on it, boss. Marcele said you and Donna want a sales update. I emailed you some numbers. Did you get them?” “I’ve got them,” says Donna. “They don’t look very good. You’re not going to make your quota this quarter.” “Well, I’m being conservative but things are soft…” “Why?” asks Larry. “What changed? You said you were being conservative when you gave us the original numbers for the quarter.” “You were pushing for profitability,” says Frank. “You were pushing us to stretch.” “You committed to those numbers, Frank,” says Larry. “You looked me in the eye and you said you were going to make them. Now you’re telling me you’re not. What the fuck is going on?” “Deals aren’t closing when we think they will,” says Frank. “And the iHudson deal took a lot of work, but there isn’t much money in it. You wanted us to do that one.” “Don’t throw iHudson back in my face,” says Larry, “because you guys couldn’t close it without practically giving the license away. What kind of deals aren’t closing? Is it all salespeople? Some salespeople? All segments?” “Well, I really haven’t had time…” “It looks like we’re way below forecast on small equity deals,” says Donna. “We’re not doing bad with the cash deals with the porno sites. The late stage equity deals look okay. But we have way less small deals than we thought we would.” “It does look like that,” says Frank, “if you look at it that way.” “Why?” asks Larry.
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“Let me talk to some of the sales people and get back to you on that, boss.” “I don’t have time for that bullshit,” says Larry. “It’s your job to be talking to the salespeople. It’s your job to look at the numbers and know if there’s anything fucking wrong and to figure out what and fix it. Donna shouldn’t have to figure out where the problem is. Fucking THINK. What’ve the salespeople been telling you? What are their excuses?” “Well, accounting has been turning down more of our equity deals,” says Frank. “I can’t get them through Donna’s people.” “They turn them down when they don’t meet our rules,” says Donna. “That’s nothing new. You’ve been sending us more crap lately and we’ve been sending it back. You’ve been sending us equity deals from companies that haven’t raised even first round financing yet. Is that what you’re talking about?” “I think so,” says Frank. “It seems like financing has sort of slowed down. A lot of prospects we thought would’ve closed their financing by now haven’t. But we know they will, so we’ve been trying to get the deals approved…” “You don’t know they will,” says Donna. “That’s bullshit. You don’t know why they aren’t closing their financing and you don’t know that they ever will. That’s why we turn down those deals. There just a bullshit way for salesmen to get paid without making a real sale.” “Well, that’s what’s hurting us,” says Frank. “We can’t book sales if accounting won’t approve the contracts and we can’t make these companies close their financing any faster than they are.” “So now you understand why you aren’t making your numbers,” says Donna in a dangerously low voice. “Now you understand, and it’s all Accounting’s fault. Ten minutes ago you didn’t have the slightest fucking idea what was wrong and now—” “Okay,” says Larry. “Now we know something. We know we’re not closing the small equity deals and we know — or Frank thinks he knows — that it’s because the new companies aren’t completing their financing as fast as they thought they would. And we know this could mean that we don’t meet our fucking numbers for the quarter. And we know we have to meet or exceed the numbers. No fucking question about that. Not this quarter. So what the fuck are we gonna do about it?” “I have three ideas, boss, if you want to listen to them,” says Frank. “That’s amazing in a guy who didn’t even know he was in trouble until we asked,” says Donna. “Let him talk,” says Larry. “Go ahead, Frank.” “One: seeing this quarter is so important, we could add a kicker to everyone’s comp in sales to make sure they focus and bring stuff home…” “Forget that,” says Larry. “What’re your other two ideas?” “I’ll get back to you on that one, boss,” says Frank. “Anyway, another thing we can do is loosen up on the criteria for approving these sales. If we take a chance on the guys who haven’t closed their first rounds yet, if we cut them
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some slack, they’ll be very grateful and we’ll get the sale. They can’t buy from antihack before they get their financing because they have no cash or credit…” “We’re not going to do that,” says Donna. “We have those rules for a reason.” “I don’t see why,” says Frank. “Suppose just for the sake of argument that some of them don’t get financing. It’s not like we’re out anything. Another copy of the software doesn’t cost us anything. And when they do get financing, we’re in like Flynn. I always thought this was a stupid rule. I…” “What’s your third idea, Frank?” asks Larry. “We’re doing good on the cash deals and the bigger equity deals. We could do even better if we didn’t bargain so hard.” “We don’t lose any deals on price,” says Larry. “No, we don’t,” says Frank. “But price slows them down. Our prospects hold out, thinking we’ll cave. We don’t, and usually they sign if antihack doesn’t get to them, but it costs us time. If we offer ‘em an incentive to close before the end of the quarter, then we can get some of the good stuff out of the pipeline in time to help us.” Donna is making a time-out signal. She mutes the phone. “Don’t agree to anything, Lar,” she says. “We’ve got to talk.” “Frank, do you have any other ideas?” asks Larry. “I really think we should revisit a special incentive for sales…” “Do you have any other ideas?” “Not right at the moment. What do you want me to do?” “This sucks, Frank. Donna and I gotta talk it over. We’ll get back to you. And don’t forget to get permission for the fucking press release from iHudson.” “You got it, boss.” “Jesus Christ,” says Larry after he hangs up the phone, “I don’t believe it. We’re stuck managing to quarterly results. How many case studies did we look at in B-School like this? Management optimizes for the quarter and loses the company. This sucks.” “We wouldn’t be here if you hadn’t told the analysts to expect an operating profit this quarter,” says Donna. “No one cared if it was this quarter or next quarter or even the quarter after that.” “You gave them that guidance, not me,” says Larry “You’re the one that talked to Braxton.” “This is bullshit, Larry; you know you told me to make the guidance specific. You would have opened the window and shouted it out if I didn’t tell Braxton that.” “Well, look, you didn’t put up much of a fight. You want this secondary to price high every bit as much as I do, maybe more.” “Yeah,” says Donna. “I do need this to succeed more than you do. I’m only selling 100 thousand shares not 320 thousand. I’m locked out of the shoe. You’re the one getting the big bucks even at today’s price.” “Right,” says Larry. “You’re only going to make ten million bucks. I’m so sorry you’re getting stiffed. Now do you want to stop whining and figure out what we tell Frank to do about the quarter or do we just let him figure it out
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himself? Maybe we just don’t worry about the quarter until it’s over. The secondary’ll be priced by then.” “It’s too late not to worry about the quarter,” says Donna. “We have Frank’s email.” “So?” “I mean if we sell this secondary based on guidance that we’re going to have an operating profit this quarter — guidance that you and I have been saying we’re comfortable with — and then we DON’T have an operating profit, after the stock tanks the investors line up to sue us. I know how it works; my husband’s in the business. But usually management doesn’t make it as easy for the plaintiff’s lawyers as we’re about to. So the question is: What did we know when? If we were just stupid, if we had no possible way to know, if we were affected by a war or a plague or something, then maybe we get away with a settlement that’s not too bad. The lawyers get some money but the plaintiffs get coupons or something. But we’re in it deep. “The first thing that happens once the suit is filed is all the email gets subpoenaed. There’s this nice note we have here from Frank. ‘Dear Larry and Donna: We’re not going to make the numbers. So sorry. Frank. PS: Now you know and you’re on the hook.’ That’s what he might as well have written. And in case you’re even thinking of deep-sixing Frank’s email — and putting ourselves completely at his mercy, by the way — where do you think he got the numbers? He can’t add two and two by himself, so there were probably fifty emails today and ten people involved in Accounting and Sales putting those numbers together that he sent us. So what do we do now, Mr. CEO?” “For one thing,” says Larry, “we don’t panic. And we stick together or we’re both fucked, as you just pointed out so eloquently.” “And?” “We only have two choices,” says Larry. “Obviously, we can change the guidance now that we have Frank’s letter. That pisses people off. That tanks the stock. But I don’t see how we get sued since we didn’t hide anything.” “We’ll get sued anyway,” says Donna, “but probably we could win. But don’t kid yourself; there is no secondary if we change that guidance. Barcourt’ll pull it so fast your head’ll spin. Their analyst is left high and dry. They can get sued. No way we do a secondary if we change the guidance. And we need to do that secondary. We need to get some more cash into hackoff and we need to take some money off the table ourselves. It’s time we made some money.” “Okay, that’s just one alternative,” says Larry. “The other is to make sure that we do have an operating profit. And that means we do some of the shortterm shit that Frank is recommending even though we don’t want to so we make the numbers. We hold our noses and we do what we have to do. Certainly won’t be the first management team to have to scramble to deliver what they promised. Hopefully, we don’t have to do this again.” “Hopefully you don’t give any more stupid guidance,” says Donna. “Okay. How do we make the numbers?” “The easiest thing, seems to me,” says Larry, “is you ease up some on those companies who haven’t closed their financing yet; let Frank book some of
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those sales. You figured out that’s where the problem is. And Frank’s right, if some of them go south, it doesn’t really cost us anything. Not like we have a cost of goods or anything.” “We pay commission to the fucking salesmen,” says Donna. “That costs us something. Are you gonna take the commission back if the customer ‘goes south’?” “Sure, why the hell not? That’ll discourage them from trying to book just any old shit.” “No it won’t,” says Donna. “They’ll still throw shit up against the wall to see if it sticks. Doesn’t cost them anything to try, so they’ll do it. Worst that happens to them we take the commission back — if you REALLY do that, which I doubt. Anyway, booking crap isn’t going to solve our problem.” “I sure as hell WILL take the commission back. But why doesn’t this solve our problem? You’re the one who said we’re on plan except for not booking enough of the little stuff.” “Three reasons,” Donna says. “One is that even if we allowed all these ‘pre-financing’ companies, we haven’t turned down enough of them that we’ve been getting to make up the gap. For some reason Frank hasn’t told us — probably doesn’t know — new companies aren’t coming in as fast as they did. Two is that we have no real way to value the companies if they haven’t even closed one round of financing, so we can’t book a hell of a lot of revenue from the equity they give us. That’s just one of the reasons we have a rule against equity deals for these wannabes. And three is it’s almost the end of the quarter. We just can’t nickel and dime to a profit in the last two weeks. We’re too far behind.” “Okay,” says Larry, “then we gotta run a quarter-end sale and close some of the big ones in the pipeline. That’s what you’re saying.” “I guess. We really don’t want to train customers to wait until the end of the quarter to get a deal. I’ve audited companies that get in that trap and it really sucks.” “Shouldn’t be too much of a problem for us,” says Larry. “For better or for worse — this time I think it’s for the better — we sell to new customers every quarter. Not like we’re selling them computers or routers or something and have to come back every quarter looking for new orders from the same buyer.” “I hope you’re right,” says Donna. “I mean I hope the word doesn’t get around that hackoff runs quarter-end sales.” “We don’t really run a sale,” says Larry. “I’ll be very clear on that. I’ll just give Frank some price discretion and tell him to use it very carefully to close a few elephants. Costs us a little money in the long run but should bring the quarter in where we need it to be. And also you should look again and see if there are some of those little guys in the queue that you can let through and pick up some change.” “You gonna tell Frank this?” says Donna. “You gonna explain the rules to him? What’re you gonna tell him about us letting them book the wannabes?”
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“You think I have to tell him anything about that?” asks Frank. “They’re still submitting them. You could just approve a few and then stop approving them when the quarter’s in the bag.” “I’ve got to tell my people something,” says Donna. “They know the rules and now I’ve got to tell them to do something they know is dumb. Also, you were going to tell them that commissions are reversible on these. I knew you’d chicken out on that.” “I’m not ‘chickening out’ on anything,” says Larry. “I’ll tell him we’re doing a pilot program. Gonna take a chance with a few of the best of these — you decide which, not him — and we’ll see if it works. The rules are: they still need Accounting approval and commissions are reversible. Unless it’s some kind of huge success, we’ll dump it next quarter but I won’t tell him that yet. ...I’ll call him now. You wanna be on the call or a fly on the wall?” “I’m going to call my husband,” says Donna. “I’ve had enough of Frank for one day.” “See ya… Wait a minute. All this quarter stuff reminds me. Did I tell you to sell your Big Router stock?” “No,” says Donna, “you didn’t. You get a hot tip from Joanne Ankers?” “No,” says Larry, “but I have heard they’re not gonna have a great quarter either. Of course, I don’t mean the ‘either’ part. I’m ‘shaw’ we’re gonna have an operatin’ profit, padnuh.” “See y’all,” says Donna. ###
Email, March 23 - 24, 2000
From: Sent: To: Subject: Team: I know you all know how important it is that we make our numbers this quarter. I’ve been working with Larry to find ways to make this more profitable for you and a SLAM DUNK. First the profitable part. There’ll be a TEN PERCENT kicker on commissions for everyone coming in at or above quota! This is your chance to really make money. But you got to make quota. Almost don’t count. Now the SLAM DUNK part: Frank Folger Thursday, March 23, 2000 All Sales End of the Quarter
10:01 PM
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We’re having a QUARTER-END SALE. Make SURE your prospects KNOW that. Make SURE they ACT on it. Contracts MUST be signed by March 31 to count. There is NO SLACK. YOU and YOUR CUSTOMERS MUST ACT FAST. Do it! I will automatically approve any discount up to 20%. Try not to do more than that but, if you need more to close, come talk to me. We are now going to be able to book sales to customers who haven’t closed their first round of financing yet. I made sure management heard your concern about that. We still need approval from the bean counters but the difference is now we’re going to get the approval. I KNOW YOU CAN DO IT. I KNOW YOU WILL DO IT. HAVE FUN and MAKE MONEY. Frank
From: Sent: To: Subject: Oliver:
Frank Folger Thursday, March 23, 2000 Oliver Stonewell ihudson
10:15 PM
Why haven’t I seen the paper on this yet? I’m getting nervous. Their CEO and I tee off tomorrow at 1PM. USE THAT to get the contract signed. Also you know it makes a big difference to the secondary that we get a press release out on the signing ASAP. Don’t let this fuck up the close but as soon as you’ve got their John Hancock on the dotted line it’s your job to make sure they give us permission. I couldn’t get you extra comp for this and I know it doesn’t put any immediate money in you pocket — except it WILL make the stock go up — and I got a promise from Larry which you can trust me to remind him of that we’ll be thinking about the press release when it’s time to do your next option grant. I’m counting on you, buddy. GO DO IT. Frank
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From: Sent: To: Subject: Frank:
Oliver Stonewell Friday, March 24, 2000 Frank Folger RE: ihudson
9:02
AM
The extra discount you authorized yesterday did it! iHudson is closed. They faxed me the paper. Had to go to 25% but I know you wont have a problem with this. Am working on the press release now but they buyer is not all that close to PR. Obviously I’ll do what I can but it’s going to be hard. I’ll certainly earn those extra options. Hit em hard this afternoon. Oliver
From: Sent: To: Subject: Larry:
Donna Langhorne [mailto: [email protected]] Friday, March 24 , 2000 9:40 AM Larry Lazard FW: End of the Quarter
I assume you haven’t seen the email below I’m forwarding to you from Frank. The fucking idiot declared an end-of-quarter sale. And says we’re going to approve all the shit wannabes he brings in. And looks like you approved extra commission for those assholes. And you probably don’t know that Oliver gave iHudson another 25% off on top of the 50% we already gave them. And that one was supposed to be already in the bag. I’m really not happy with all this. Maybe you’ll explain to me why Sales gets to run the company. ###
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March 28 is the last day of the hackoff.com roadshow. The team is in Madison and then Milwuakee to visit with a bank, several large mutual funds, and the State Retirement Fund. The people they meet with are midwestern friendly and laid-back, but nervous. They are watching NASDAQ sink back below 4900 on their screens and don’t pay full attention to the hackoff pitch. Stocks which are up for the day show green on the screens and stocks which are down show red. “I had to stop myself from looking at the screens,” says Larry. “So much red.” “You didn’t stop yourself from looking,” says Donna. “I was afraid you were going to stop your pitch all together, you were going so slow.” They have just come out of a large bank downtown and are walking the few blocks to the Pfister Hotel where they have rented a room for the conference calls they need to officially price the hackoff secondary. At 3:00 PM in Milwaukee — 4:00 PM in New York — Larry pushes the button on his cell phone to call the robot that will give him closing prices. hackoff is down 11/16 and closed at 99 3/8. “Shit,” he says, “under 100 dollars. Our timing wasn’t very good. NASDAQ got clobbered.” Since secondaries are priced based on the market close, the conference calls from the rented room at the grand old Pfister, where hi-tech polycom phones look out-of-place, are pro forma. Barcourt recommends a price of 99 1/4. Larry argues for 99 3/8 but surprisingly mildly. He calls the 1/8 below the closing price a “tip” for Semper — who did, after all, buy in the secondary. He doesn’t explode, though, and says he’ll call his Board of Directors. Franklin Adams and Joanne Ankers, along with Larry, are the Pricing Committee. Franklin is ten minutes late for the call so Larry, Donna and Joanne have to make small talk. Aaron Smyth is also waiting silently on the call. “How was Houston?” asks Joanne. “We’re in Milwaukee,” says Donna. “I know that, Donna,” says Joanne, “but I was asking about Houston. How was that?” “Smelly. Smelly and hot,” says Larry after waiting to see if Donna will answer. “I was born there,” says Joanne. “Grew up there. My family still lives in and near Houston. It’s really a great city.” “Right,” says Larry. “Lots going on.” “How does the quarter look?” Joanne asks. “Not done yet,” says Donna. “Are we going to make our numbers?” asks Joanne. “We should have our operating profit,” says Donna. “I don’t want to be more specific than that. We’re not closed yet.” “You must have a pretty good idea,” Joanne insists.
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“Joanne, I’ve been on the road nonstop for the last two weeks. I’ve told you what I know and I’m not going to tell you what I don’t know. How does the Big Router quarter look?” “That’s not really relevant,” says Joanne. “We’ll do our earnings statement in a couple of weeks.” Franklin Adams has joined the call. “I keep hearing these rumors,” he says. “About hackoff’s quarter?” asks Joanne. “No, we’re not famous enough yet for rumors,” says Franklin. “I keep hearing that Big Router is having a hard time this quarter. I know that the Big Router salesmen are offering ad-Ventures’ portfolio companies big incentives to buy before the end of the quarter.” “Speaking of incentives,” says Larry, “Barcourt wants us to price at 99 1/4 so they can give a 1/8 tip to Semper and Fido.” “Is that what they said?” asks Joanne. “Just recommended the price,” says Larry. “Just don’t see why we shouldn’t price at the close except to help them with their favored accounts. Antihack priced yesterday right at their closing price.” “Antihack is more complex with their debt issue,” says Franklin. “I don’t think they got quite what they were hoping on that. Larry, I’d say we should go with it. You guys have done a good job in a tough market. I think we’re lucky to get done at this price even though we all hoped it would be higher. And, remember, the lower the price, the better chance the shoe goes — although an eighth doesn’t really make a hell of a lot of difference.” “You think the shoe’s at risk?” asks Larry in an elevated pitch. “This market makes me nervous,” says Franklin. “We should be okay, but the market is not well. Anyway, got to run. I move we price at 99 1/4. Aaron, is that what we need legally?” “I’ll write it up with the boilerplate,” says Aaron. “Is there a second?” “I second,” says Joanne. “I’ll hold my nose,” says Larry. “If there’s no dissent, I guess this passes unanimously. Thank you, everyone.” “Good work, Larry and Donna,” says Franklin. “Thanks,” says Larry. “One more thing,” says Franklin. “What’s that?” asks Larry. “You’re rich,” says Franklin. “Good night.” “Good night,” says Joanne. “Right,” says Donna. “Good night.” # The company raises about ninety-five million dollars net of commissions. Larry and Louise sell 270 thousand shares for over twenty-six million after
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commissions but before taxes. Donna gets 9.5 million; and Frank Folger and Aaron Smyth a little over six million each. Windaw & Wallar gets thirty-eight million dollars; ad-Ventures 34.2 million; Big Router Ventures 47.5 million; and assorted other venture firms 22.8 million. These are home runs for the venture firms. The shares they sold for a net of ninety-five dollars each cost them, on the average, two dollars per share. Larry and venture firms other than Big Router expect to get substantially more when the shoe is sold. Barcourt and the other banks earn almost ten million dollars in commissions. After the call-back to Barcourt in New York to tell them the price has been approved, the hackoff roadshow team, except for Jason, who is visiting a fraternity brother in Milwaukee, leaves the Pfister for the airport. Donna goes to the public terminal to fly to San Francisco where she is joining her husband for what she describes as a celebratory ride through the Napa Valley. So only Larry and Rachel board the jet for New Jersey. “How does it feel to be so rich?” Rachel asks Larry a little while after take-off. The copilot has their dinners warming in the microwave and they are drinking red wine and eating plump shrimp. “Not so good so far,” says Larry. “Maybe it just hasn’t sunk in yet. Maybe the money isn’t real yet. It doesn’t feel good to have priced at so much less than we thought we would. Remember, we were over 150 dollars when we got into this. I feel like we’ve been playing defense for the past couple of weeks and still getting pushed backwards.” “Larry, you couldn’t have done better in this market. I’ve been talking to my colleagues who are on the road with other companies. It’s brutal out there. For the first time people are actually worried about deals getting done. And I hear there are some companies that aren’t going out right now because the bankers want to wait and see. Anyway, I brought you something to celebrate.” She pulls a bottle of Wild Turkey 101 Proof out from under the seat where she arranged for it to be stowed. “Skol, as Gustav would have said.” “Thank you,” says Larry. “That’s very considerate. You remembered my favorite indulgence. I must’ve told you the story…” “You told me that you used to drink something awful in college.” “Kentucky Beau. Kentucky Beau was all I could afford,” says Larry. “I swore I wouldn’t drink it any longer than I had to. Just like I swore I’d stop selling blood once I didn’t need the money for dates. Been drinking better stuff and giving my blood away ever since I could afford to. Except when I was in jail; they don’t let you give blood in jail.” He pours and swallows a large gulp. “That must’ve been a strange time.” “You mean being in jail or drinking Kentucky Beau?” “Jail.” “Well,” says Larry, “it was an experience most people don’t have. As my Israeli friends like to say ‘that which doesn’t kill me makes me stronger’. In my case it was literally true. I wouldn’t have been able to start in the security consulting business if I hadn’t confessed to ‘Gotcha’. And, if I hadn’t had that business, no hackoff. And then I wouldn’t be rich and worrying about how that
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feels. Anyway, I’m not in jail now and I AM drinking Wild Turkey. Thanks for bringing it aboard.” He takes another big swallow. By the time the copilot gives him his steak, Larry is woozy from the Wild Turkey and spills gravy on his white shirt, tie, and suit pants. “Shit,” he says, then laughs. “Well, don’t need the suit tomorrow. I guess this is the right time to spill on it.” He takes the tie off, balls it up, and throws it in a trash receptacle. “Now you’re acting like a rich guy,” says Rachel. “Tie gets dirty, you throw it away.” She giggles. “You know,” says Larry, “before the IPO roadshow Louise had to go out and buy me a dozen white shirts. Bankers told her that’s what I’d need.” “It was me that told her,” says Rachel. “But I only told her ten. You need a two week supply since the first week gets laundered while you’re out for the second week and then you can use those again for the third week.” “Yeah, well I’m sure Louise got ‘em cheaper by the dozen,” says Larry still trying to mop gravy off his shirt. “Or else…” He laughs. “Or else she figured I’d spill on some of them. She knows me pretty well.” “How does Louise feel about all of this?” asks Rachel. “Don’t really know,” says Larry. “She’s like me. I mean we haven’t let ourselves really believe in it, don’t really believe in it ‘til it happens. Now we’ll have to see. Of course, her aunt wants to come and help us manage all our money. And so does every other banker and investment advisor in the world.” “Louise’s aunt is a banker?” “Yeah, she’s at Merrill. Does ‘wealth management’. How’s Ahmed?” “Oh, about the same as when you asked me driving down from Boston — that was fun, that night.” “Still not romantic?” “No, I don’t think that’ll change. But he is coming to the airport in Linden to pick me up when we get in. That’s sort of romantic. He knows Barcourt would have gotten a car for me.” Larry has another drink. He offers some Wild Turkey to Rachel who refuses. “It’ll grow hair on your chest,” says Larry. “No thanks,” says Rachel. “You must know from Louise, us Jewish girls don’t try to grow any extra hair.” Larry laughs hard. “That’s funny,” he says. “I must be getting drunk. I don’t think it would be that funny if I wasn’t … if I weren’t getting drunk.” He has a hard time controlling his laughter. Finally does, and has another drink when he can stop laughing long enough to swallow. “Thank you, Rachel,” he says. “The Wild Turkey was very thoughtful of you. Seriously, you did a good job for us on the roadshow. It was a tough one, but you did a good job. I’ll be sure to tell Harvey Maklin.” “Thanks,” says Rachel. “That would be helpful. It was a pleasure being on the road with you … with you and Donna. It’s good to watch a pro in action.” “Me or Donna?” asks Larry. His eyes are slightly unfocused.
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“Both of you,” says Rachel. “Good to watch PROS in action. You’re different, though.” “I certainly hope so,” says Larry. “I mean I never modeled swimsuits.” “Did she really do that? I’d heard that but didn’t know if it was true.” “Yup. I’ve got the Sports Illustrated she was in at home. I’ll show it to you sometime.” The jet stream is strong and blowing due east this evening so the trip is a short one and soon the small jet is on final approach to Linden Airport, the closest strip to Atlantic Highlands with a long enough runway. “Good job, Larry,” says Rachel softly just before landing. She leans forward and kisses him on the cheek. He reaches for her shoulder to embrace her but misses as the plane bumps down and she is pushed back in her seat. “Good job, yourself,” he says. By the time the airstairs are down, Louise and Ahmed are waiting at the bottom. Louise has red roses tied with a yellow ribbon. Ahmed has an umbrella for the light rain. “You’re drunk,” says Louise gently as Larry stumbles on the lowest step. “Thanks for the roses,” says Larry. “I always know you’ll be waiting for me. I think we did it this time. I spilled on my shirt, too,” he adds. They embrace and kiss. Ahmed and Rachel embrace chastely. “I hear we have a friend in common,” says Ahmed as the two couples walk back to the small terminal under a combination of Ahmed’s umbrella and one provided by the copilot. “Really, who?” asks Larry. “Mr. Assan. I represent him here in several matters.” “Mr. Assan? I’m not sure I…” “He met with you in Davos. Perhaps you are very tired now and…” “Oh,” says Larry, “Mahmud. You mean Mahmud. Not sure he’s a friend, but we certainly did meet in Davos.” “He sends his best,” says Ahmed.
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Initial Interview by NYPD Detective Mark Cohen 4/2/2003
Atlantic Highlands, New Jersey Louise Lazard (9:15 A.M.) Q: A: Q: Ms. Lazard, I know this is a hard time for you. I would like to express my condolences on the death of your husband. Thank you. Unfortunately, we must conduct these interviews quickly in order to get the most information from them; otherwise I assure you that I would not have disturbed you at this time. I understand. This is an informal interview. However, you do have the right to an attorney of your choosing. If you cannot afford an attorney, the City will provide one for you. Moreover, any statements you make to me today could be used against you in a court of law. This interview is being taped. Do you understand and agree to these conditions? Yes, although I’m not sure I should. Do you wish to be represented by an attorney? No, although I probably should. Ms. Lazard, you are absolutely entitled to be represented by an attorney. If you think you should, we will postpone this interview to allow you reasonable time to obtain representation. If you cannot afford an attorney, the City will provide one for you. I can afford an attorney; that is not the issue. Do you wish to be represented by an attorney at this time? I guess not. If, at any time during this interview, you wish to be represented by an attorney, please make that known and the interview will cease until representation has been arranged. Is that understood? Yes. I am now handing you a consent form in which you acknowledge that I have advised you of your right to be represented by an attorney and that you have elected to proceed without an attorney at this time. Are you comfortable signing this form? I’ll sign it. I do want to help.
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The transcript of this interview will show that you reviewed the consent form, signed it and handed it to me. What is your full name? Louise Levine Lazard. Was Levine your maiden name? Yes. Was your marriage to the deceased your first marriage? Yes. I would prefer that you refer to him as Larry, not “the deceased”. Yes, ma’am. Have you ever used any other names? No. Where and when were you born? I was born on November 1st, 1971 in Hempstead. Is that Hempstead, Long Island? Yes. What is your educational background? I attended a private Jewish school in Great Neck from preschool through third grade. From fourth grade through high school I went to a different Jewish school in Cedarhurst. Is Cedarhurst also on Long Island? Did you move? Yes, Long Island. It’s one of the five towns. We lived in Inwood — that’s another of the five towns — the whole time. I changed schools because my father decided that the school in Great Neck was too liberal; the one in Inwood was Conservative. Did you attend college? Yes, I went to BU. In Boston? That’s right, Boston University. Did you graduate from BU? Yes, in 1992. What was your major? How is this relevant? I don’t know. I never know whether the answers to questions are relevant until I hear them and maybe not even then. I do know this is a hard time for you and do appreciate your putting up with my questions. Okay. My major was Middle Eastern History. Did you continue that in graduate school?
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I didn’t go to graduate school; I married Larry right after I graduated from college. Where did you meet the de— uh, Larry? I met him at a party at the Harvard B-School. When was that? In 1990, my junior year. Did you start dating then? No. He was with Donna Reynolds — Donna Langhorne now. They were a thing then. Have you talked to her? I’m sorry; I’m not allowed to disclose anything about other interviews I may or may not have done. I don’t mean to be rude but I have to follow those rules. No problem; we all have rules. Thank you for understanding. When did you start dating ... Larry? About three months after we met. I heard they broke up and I called him and invited him to dinner. We dated on and off for the rest of that year. Then Larry graduated and went to New York City to work at the bank and I went home to Inwood for the summer. Did you see each other that summer? Not until I started living with him in August. I’m sorry to ask personal questions, but I know that you understand that I have to. How is it that you went from not seeing each other to suddenly living together? I had a fight with my father. He was very controlling and I used to give in all the time. One day I didn’t give in and he ordered me out of the house. I could have apologized and come back but, instead, I called Larry just to have someone to talk to, went to his place for a drink, and never left. I mean, I did leave to go back for my last year of college, but we couldn’t stand being apart. Larry would take the train or the shuttle or even the miserable bus up almost every weekend or I’d come down. I never moved back to my father’s house. How did your father feel about that? You know, at first he was very angry. But he really liked Larry; he thought he had a great future, and he liked the way he treated me. So he put up with the living together; he could never bring himself to visit us until we were married but he and my mom and Larry and I would get together for dinner in the City or we’d go out to Inwood for the day and all get along great. Then, once we were engaged, he was ecstatic, couldn’t do enough for us.
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Why did you get engaged? Because we were going to get married. It seemed a reasonable thing to do. What do you mean? I mean, why did you decide to get married? During those times people your age didn’t usually marry unless they were about to have children and you didn’t do that. Did you plan to have children right away? No. We didn’t plan to have children ever. We can’t; we share a recessive gene that would make that much too dangerous for the kid. We decided to get married because we wanted to be together. Our friends asked us the same question. My mother even managed to ask if I were pregnant after a lot of hemming and hawing. But I wasn’t. We liked surprising people. We liked surprising ourselves. And we loved each other. So we got engaged and we got married. Who do you think killed my husband, detective? And why? I’m sorry; I can’t answer that, Ms. Lazard. Because of your rules? Because I don’t know the answer. Most people think Larry killed himself; do you not think that? I know he didn’t. How do you know? It’s impossible; he wouldn’t. He loved himself and he wouldn’t kill himself is one reason for one thing. Did anything happen lately to depress him? Yeah, a lot of things. It’s a pretty depressing time. But he wouldn’t have killed himself over any of them. He’s too stubborn. What are some of the things that were depressing him lately? Well, one is I threw him out of the house. We’ve been separated for the last month. I hope that depressed him; it sure as hell depressed me. What was the reason for your separation? I assume you know by now about his recent thing with the bitch from Barcourt & Brotherson. I can’t talk about whatRight. Anyway, that’s why I threw him out. I thought he was over being a tom cat. He isn’t ... he wasn’t. I guess he is now. Oh, Jesus... I’m sorry but I do have to ask more questions. Sure, go ahead. We’ll come back to the subject of the woman from Barcourt & Brotherson another time.
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How tactful. Thanks. Do you know where your husband was living during your separation? Yes. I assume you know, too, by now. Or you ought to. He had a suite at the Soho Grand. And he spent a lot of time at the office. We’d been in touch in the last week or so. We even had a date; I spent the night at the hotel. I ... I... Yes? Nothing. I had hoped we might get back together. Now we won’t. That’s life, as Larry would say. But he’s never going to say that again. You said there were other things depressing him. The company stock slumped again. The last time that happened there was a hostile takeover attempt. Ever since we went public, Larry’s mood went up and down with the price of the stock. With the stock mainly down, Larry was mainly down; maybe that’s why he had to screw the banker bitch. And what else depressed him? Nine-eleven depressed him. It depressed all of us, but it took something special out of him. He was there; he was in the Towers and he escaped. It’s not surprising he’d be frightened by that. We all were. He wasn’t frightened; Larry didn’t let himself be frightened. He didn’t go around worrying that the next high-rise he was in would get hit by an airliner full of terrorists. He just never got over it, somehow. None of us have, but it seemed to be worse in him. A part of the joy he had before went away and never came back. And yet you’re sure he didn’t kill himself with all these things depressing him? I’m sure. I’m very sure. Was there anything else depressing him? One more thing. From what little I know about it, things were pretty rough at work. Dom and Larry used to be friends. They haven’t been for a long time, but apparently things were pretty bitter between them lately. Do you know why Larry and Dom stopped being friends? They do go back a long way. I don’t know. I asked, but Larry just said that Dom had changed; that he was arrogant; that he wanted credit for everything whether he did it or not and never thought he got enough credit; that he was getting impossible. That could be. Could have been Larry’s fault, too. He likes getting lots of praise and credit. Maybe, when things started not going so well, there wasn’t enough credit to go around and
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too much blame. Larry wasn’t getting along well with Donna either, and that’s only been recently. This is a very personal question, but you’ve already said that you know about Donna and Larry’s relationship in college. Did it bother you when he hired her? Did it make you uncomfortable that they were working together? Maybe a bit. ...Okay, it did bother me when he first hired her. I’d been jealous of her looks back in college. But, for Larry, once something is over it’s usually over. And she’s the same way. We’ve actually been pretty friendly with Donna and her husband and I’ve gotten to know her. I think one day they decided it was better for them to be friends than lovers and that’s what they’ve been ever since. Maybe I’m naïve but I’m pretty sure of that. In fact, since Larry has to have attractive women around, I’ve been sort of glad she’s there. I think she’d scare off anyone else in the office. Didn’t scare off the banker, though. Why do you think Larry hasn’t been getting along with Donna? He said it was because of her; that she’s turning into a bitch. He said that at our date at Soho Grand last week. I think she may have been mad about the Barcourt woman, too. She might not have liked seeing Larry be such an asshole. She might have felt bad for me, although that’s not like her. She might have felt that another woman — a younger woman — intruded on her space. But if she and Larry were just friends, why— Why would she care? Yes. Why would she care? Detective, I hope you don’t have to investigate any cases with women suspects. You don’t understand them very well. Larry and Donna were just friends as far as I know, but they were also a man and a woman and Donna wouldn’t have wanted another woman — especially a younger woman — in the business space they occupied together. She didn’t even like me coming into the office during the day. We joked about that, but it was serious, too. I didn’t intrude in her space and she stayed out of Larry’s bed. Does that make sense to you? No, but I’ll think about it. After you graduated from college, did you work outside the home? Never for money. I’m active in various charities. I helped Larry with the social end of business, of course. But I was fortunate in never having to work for money. A year after you were married, Larry confessed to a computer crime and was sentenced to prison. Is that a question? You sound like Larry King.
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No; I’m sorry. My question is: What was your reaction to that? You still sound like Larry King: “What was your reaction to your husband going to jail?” “How did you feel about your husband being in jail?” I’m sorry, but I would like to know what your reaction was and what your family’s reaction was. My father’s reaction was to have a fit. He was appalled. He was shocked and amazed. He didn’t want his daughter married to a felon. How could someone with so much going for him — Harvard Business School and a good job and all — be so stupid? How could he throw all this away? He wanted me out of the marriage. He was willing to pay anything to get me out of the marriage. He contacted Larry and offered to pay his legal fees if he’d make a quick divorce easy. He paid a huge retainer to a fancy divorce lawyer for me. And? And what? How did Larry respond to the offer? What happened with your lawyer? Larry told my father to go fuck himself; what do you think he’d say? He said I could have a divorce any time I wanted it. That he wasn’t after my money. And that he didn’t need my father to pay his legal fees or anything else. And what happened with your lawyer? I fired him and got a refund on the retainer. You said you had some money of your own. Is that what you lived on while your husband was in prison? Partly. My father gave me a little money every year for tax reasons and he gave me part of his hardware chain before he sold it — also for tax reasons. Larry had some money he got when his father died. So things weren’t too tight. I didn’t spend much during this period, at least not much by my usual standards, and we had money left over when Larry got out of prison to live on while Larry got his consulting business going. You still haven’t told me what you felt like when, a year into your marriage, your husband committed a crime and was sentenced to prison. He confessed to the crime. It wasn’t like he was discovered. Does that make a difference? It means there was no knock on the door and no one came to take my husband away. It means that Larry told me before I heard about it some other way. It means... Never mind, it’s just different than if he got caught committing a crime. None of the hacked credit card numbers got misused.
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Have you ever had a relative in prison before? Or anyone close to you? Do you count the aunts and uncles and grandparents and other family I never met who died in concentration camps? No. I mean people you know or are close to. Have any of them been in prison besides the deceased? Please call him Larry. He still has a name. Until Larry went to prison, the only person I ever knew who went to jail was a kid from my high school who was held over night for drunk driving. He thought that made him a hero after his father bailed him out. Were you disappointed? Was I disappointed in what? That the kid went to jail or that he got bailed out? Neither. Were you disappointed that the ... that Larry went to prison? It hadn’t been part of my game plan. Of course I was disappointed. And I was lonely. I’d always lived with a strong man, first my father, then Larry. Now my father wanted me back but I couldn’t go because I didn’t want to give up Larry and Larry couldn’t help me because he was in prison. Suddenly I was very alone. Did you consider leaving Larry? You didn’t have to stay married to him. You didn’t have to stay alone. You could have gone home. I’m sure you could’ve found another man. Why are you so sure I “could’ve found another man?” Yeah, I guess I could’ve. I certainly could’ve gone back to my father. But I loved Larry; I wanted Larry. Period. So, I waited for him to get out of prison. I visited him every chance I got. And he did everything he could to get out early, good behavior, good deeds, all of that stuff. That must’ve been hard on you. I don’t think that’s a question. But it was hard. You know, the Israelis have a saying: “What doesn’t kill me makes me stronger.” It didn’t kill me so it made me stronger. I also knew it was harder on Larry. He can’t ... he couldn’t stand being told what to do. In prison, he said he couldn’t shit without permission, but he did it and I did it and we were stronger for it. Did you learn that saying from your studies of Middle Eastern History? No, I learned it from an Israeli woman we met in Switzerland. How did your friends react to Larry being in prison? They didn’t know how to react. After a while, I realized that they were waiting for me to signal them how to react.
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So I did. I held my head high. I kept up with my charitable work — just didn’t give as much money that year, but I gave more time. And I threw a big party for Larry when he got out. Most of them reacted fine once they saw that’s what I expected. A few didn’t, and they weren’t friends anymore. No loss. Was Larry the same when he got out of prison? No, not really. He was ... harder. He grew up, I guess. He was always cynical but he got more cynical. Please tell me about the gun Larry was given by a fellow exprisoner. Is that meant to be a shock question? I mean, suddenly you bring up the murder weapon. No. I’m sorry to be abrupt. It’s just where I am in my list of questions. And we don’t know that it’s murder. I know that it’s murder. I told you that. Can you tell me anything about the gun? I don’t know anything about guns. It was a pistol, not a rifle. Larry took it to the office. I didn’t like it here. Do you know anything about the man who gave it to him? He was a mafia guy, I think. That’s what Larry said anyway. But he wasn’t in for killing someone or anything like that. He was convicted of a white collar crime so he was in the same place as Larry. He told Larry they were both stupid to do the kinds of crime that got caught. He told Larry that next time he wanted to rob a bank he should use a gun. Did you ever meet this person? Once. We went to dinner with him and his girlfriend in some mafia restaurant in North Jersey somewhere. It was a pretty terrible night. Why? Why did we go to dinner or why was it a terrible night? Either. Both. We went to dinner because he asked us. It was awful because, first, we’re having dinner with this guy who talks with his mouth full and is fondling his bimbo with whatever hand wasn’t stuffing more food into his mouth. I thought she was going to end up crawling under the table and ... you know. Then some of his friends come in with their bimbos and if anything they’re even more gross. And Larry’s starting to talk like them, I guess just because we were there. I never felt dirty when he was in prison but I did there. It was the only time I felt ashamed. And then a rat ran across the floor in the next room. These guys think it’s hilarious and they take out their guns and
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start shooting. Of course they’re all too drunk to hit the rat and bullets are going all over the place and the rat is running around in circles. Then our friend gives Larry his gun and says “here, you try” and Larry — Larry’s a pretty good shot — he kills the rat on the first try, and there’s rat all over the place The bimbos are jumping up and down and screaming and laughing. While I’m trying hard not to be sick. That’s when he gave Larry the gun. He told Larry: “You’re pretty good with this. Next time you wanna knock over a bank, use a gun. You can’t trust those computers.” He thought that was hilarious. Larry tried to give the gun back. I don’t think he thought the guy was serious. And the guy says: “Hey, you shot the rat; you gotta keep the gun. It’s the murder weapon.” Oh, my God... Oh-my-GOD! It WAS. It was the murder weapon that killed Larry. I can’t believe it. I... Let’s take a break. Thank you. I’m sorry. I can’t stand that Larry’s dead. I... If it’s okay, I’ll just wait until you’re ready to talk again. Fine. Whatever. I’ll be back in a few minutes. [The interview recommenced at 10:02 AM] Are you feeling well enough to proceed? Yes, yes. Let’s go on, please. Did you ever see Larry place the gun to his head? No. They said he did that in the office but I never saw him do it. Why did they say he put the gun to his head in the office? I don’t know. It was dumb. Some sort of company ritual. Some way of saying a decision was made. Did he check to see if the gun was loaded before he placed it to his head? I don’t know. How would I know? Are you trying to say now this was an accident? How could the gun get loaded? Guns don’t load themselves. I’m not trying to say anything; I just ask questions. And you’re right: sometimes answers just lead to more questions. Do you know of any case where Larry fired the gun? Did he have ammunition for it? I know it was empty when Larry got it from his friend; I made him check. I don’t know of his ever buying any ammunition for it. It wasn’t registered; at least, it wasn’t registered to Larry and he’s an ex-con, remember. So he
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wasn’t about to try to get a pistol permit from the local police. And yet he carried this concealed weapon to New York where it was, among other things, a Sullivan Law violation. Is that a question? Yes. Did Larry take the gun to New York himself? If so, why? I think it’s a little late to convict Larry of an O’Sullivan Law violation, whatever that is. I already told you he took it in because I didn’t want it here. Did you hear anything else about Larry and the gun? Not that I remember. Can we talk about something else? Sure. What was it like for you and Larry when hackoff went public and you became fabulously rich? How did people react to you? Well, for one thing we didn’t get any money when hackoff went public. All the money from that stock sale went to the company. But about six months later there was what’s called a secondary offering. The company sold more stock at a much higher price and raised much more money. And this time insiders were allowed to sell some stock as well. The VCs sold a bundle and made a fortune. We sold about twenty-five million dollars worth ourselves; it was only a tiny portion of the stock we had. Of course, we had to pay taxes on that, but still it was a lot of money. The newspapers said you were “billionaires”; twenty-five million is a lot of money but it isn’t a billion. Was that just an exaggeration? No, not exactly. The stock we had left was worth a billion or so on paper, so I guess we were billionaires. But we weren’t allowed to sell any more stock for six months and then, by the time we could sell, it had gone down so much that we decided to wait for it to go up. But it never did. Not much. So we hung onto our stock and it was worth less and less. Do you still have the stock? Yes. We gave some to charity but we still have most of it. And what is that worth now? I don’t know exactly; a couple of million maybe. And it would be hard to sell that much stock without driving the price down even more. It’s funny; we sold about five percent of our stock for twenty-five million and now the other ninety-five percent isn’t even worth a fraction of that. Not funny, I mean, but strange. None of it was very real. How did people treat you when you had all that money?
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Well, a lot of stock brokers called all the time and wanted to manage it for us. Realtors called, people like that. It was like we won the lottery. I guess we did in a way. Did your friends treat you differently? A lot of our friends have money — serious money — themselves. They either inherited it or earned it or even were dotcom millionaires themselves. So just having money wasn’t so strange. We hadn’t been poor before, either. The friends-and-family part was very strange, though. Do you know what friends-and-family is? Yeah, I do. Once a suspect offered me some friends-andfamily stock in a company he was related to somehow. Couldn’t take it since he was a suspect. In fact, I added attempted bribery to the charges against him. Too bad, though, the stock tripled on opening day. I could’ve made a bundle. But why was the friends-and-family part “strange”? Well, everybody wanted some stock; everybody, even the cleaning lady. We couldn’t possibly give people a chance to buy as much stock as they wanted; there wasn’t that much. Larry offered friends-and-family stock to his cousins. One of them is a lawyer and he threatened to sue Barcourt because they wouldn’t give him more. That’s how bad it got. Some people were very grateful, though. One of my cousins even made enough money on it when she sold to dump her worthless husband and start a new life. A single Mom we know was able to send her daughter to college. Even my father bought some stock; it was the first time he’d talked to us since Larry went to jail. But then people got mad at us. Why did they get mad at you? Either because they sold too soon or because they didn’t sell soon enough. I don’t get it. Can you explain? The IPO price was fifteen dollars. So people bought their stock at that price. From there, the stock eventually went up to 160 dollars a share or something like that. So all along the way, people were selling their stock. If they sold it at twenty, they were mad when it went to thirty. If they sold at 100, they were mad when it went to 110. But those were the lucky ones, they all made money. From 160 dollars, or whatever it was, the stock came all the way down in two years to less than a dollar. So everybody who didn’t sell was even madder at us. Some people even bought more stock as it was going up. If they sold it, great, they made even more money. If they held it too long then they lost money on that too. Some people, on paper, had enough profit to retire early. But, in the end, instead of retiring early, they lost some of the retirement money they’d had in the first place. And those people were mad at you?
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Some of them. Some were great; they understood that it was their decision when to sell and when not. Others, I think, somehow felt that we had cheated them or that we owed it to them to tell them when to sell — as if we knew ourselves. And we weren’t allowed to say anything. That was hard — hard not to say anything and hard to get people to understand that we couldn’t. We had inside information – not that knowing it would have done them much good – but we did and so we could never talk about the company. People go to jail for doing that. Been there, done that, don’t want to do it again. But they didn’t understand. They wanted you to give them insider information? To be fair, I’m not sure they always understood that’s what they were asking for. They would say things like: “How’s the company doing?” Maybe that’s just small talk but it’s a question we can’t answer except by quoting whatever the company said publicly. Then we sound like jerks. Even when people would ask me: “How’s Larry?” I always suspected they were asking whether they should sell their stock or buy more. When my father died, my mother wanted to know whether to sell the stock or not. He’d held on. It wasn’t like him. I think he even told me he sold it but he didn’t. It wasn’t worth much by the time he died. But, legally, I couldn’t tell her what to do. I told her to sell all of Dad’s stock — he had a lot of different stocks — that she shouldn’t be holding any stock at all, that she should buy an annuity. Probably it was against the law for me to even tell her that. I don’t know. Once a lady came up to Larry at a cocktail party, somebody we’d just been introduced to, a friend of a friend. She said she was an investor and she bought and sold our stock all the time and other stocks too. Wasn’t it exciting. Then she asked Larry what kind of earnings he was going to announce a week later. Larry treated it like a joke. He talked about some doctor that just got indicted for giving out insider information about his cancer drugs or something. Then she put her face up very close to his — Larry hates it when people do that — and said: “I know you can’t tell me anything, but I’m watching your face for a hint. Now I’ll ask my question again.” What did Larry do? He over-reacted as usual. He told her to go fuck herself and he walked away. The host of the party wasn’t too happy with us. I wasn’t too happy with Larry that night. But people did get weird and it was weird. And now ... shit, Larry’s dead. That’s worse.
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Can you think of any reason why anyone would want to kill Larry? Everyone who knew Larry wanted to kill him at one time or another, even me. He had that effect on people. I suppose if I had a lawyer here he would tell me not to say that, but it’s the truth. Larry really offended people sometimes, especially after he got out of prison. That’s what people said about him, that he took no prisoners. But I can’t think of anyone we know who would really do it. And I’ve been thinking about that; I’ve been thinking about it a lot, because I know he was murdered and everyone is trying to call it suicide. Larry wouldn’t kill himself. It wasn’t an accident either, so somebody had to have shot him. Who do you think of specifically when you think of people who might have killed him? I think it had to be someone he knew, because I hear there’s no sign of a struggle. Also it had to be someone who knew the gun was in his office and who had some way to get to it. So there are all the people in the office. I can’t really believe any of them would have done it, but they could have. And Larry was getting along even worse than usual with the people in the office. Had he told you about any particular or unusual friction with anybody? Yes and no. I already told you that he was getting along worse and worse with Dom and even Donna. But those relationships had been going down hill for a while. He hadn’t told me anything specific. When was the last time you saw Larry? A week ago Sunday morning, after the night we spent together in the Soho Grand. Did you talk to him after that? Sure. Even separated we talked on the phone almost every day. And we emailed each other. When was the last time you talked? Two days ago. The night he was killed. He said he was in the office and that he had a late meeting. Did he say who the meeting was with? Did you ask? No and no. He didn’t tell and I didn’t ask. To tell the truth, he sounded like he was lying and I couldn’t stand listening to that. I thought he might have been planning to go out. Would it be unusual for him to have a late meeting at the office? No. The technical people, the programmers, they like to work at night. So sometimes Larry would meet with them late, sort
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of to show that he was one of them. They respected him because he was a programmer once, not just a business man. And because of “Gotcha”, too. Who else did he meet with at night? Assuming he did have a meeting planned, who do you think it might have been with? He might have met at night with almost anybody in the company. All of them prided themselves on keeping long hours, but the programmers more than others. Sometimes the charities we’re involved with meet at night. That’s usually not in the office, of course, except if they need a place to meet. I think he would have told me if that’s what it was, though. I wish I’d asked. Did he say anything on that phone call that would make you think he was depressed? No. And I told you: he didn’t kill himself. Did he say anything that would lead you to think he was apprehensive about the meeting? No. I’ve thought about that so much I was afraid I’d start remembering things that weren’t there. But he didn’t sound especially apprehensive. What did you talk about on that call besides his meeting? We talked about Dom. He said that Dom had quit and that this time he wasn’t going to talk him out of quitting. Had Dom quit before? That’s what it sounded like, but I’d never heard that he’d quit before. So I asked Larry about that. He just said that Dom was a baby; that he never grew up; that he was a prima donna; he wasn’t going to kow-tow to him or beg him to stay. He was ranting. Do you think Dom could have killed Larry? Well, I thought about it, of course. It’s certainly a surprising coincidence that Dom quits and Larry is murdered. I can’t see Dom pointing a gun at anybody; it’s not his style. And I like Dom. But still, I thought, he had access and he had motive, I guess. But he didn’t do it. He had an ironclad alibi. How do you know that? I talked to Dom the night of the murder. I called him on his th cell phone. He was at West 10 Squared. We used to go there with him when we were all friends. I know the bartender Kelly O’Kelly so I called her. She told me Dom was there all night. You checked on Dom’s alibi? I told you, detective, I want to know who murdered my husband. I didn’t think it could be Dom but I had to be sure.
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You’re very thorough. How do you know the bartender wasn’t covering for Dom? She wouldn’t have known there was anything to cover for. I called her after you called me to say that my husband was dead. But no one knew yet. There hadn’t been any publicity. So I called Kelly and said I was worried about Dom. She knows I care about Dom; she even knew I had called Dom that night. So we chatted. She said Dom seemed depressed. But she also said he never left the place until it closed. You called the bartender and had a chat right after we told you your husband was dead? I had to do something.I couldn’t just sit here and cry. But I didn’t learn anything except that it wasn’t Dom. That helped a little. You never know what helps when you’re investigating. Would Ms. O’Kelly have noticed if Dom had left for half-an-hour and come back? It wouldn’t have taken long to get from there to hackoff and back again. Almost certainly. She sees everything that happens in the bar. And she’s close to Dom. I think they were lovers for a while, and they’re very good friends now. She was worried about him, too, and she would have noticed if he’d gone. Why did you call Dom that night? To try to talk him into staying. I knew Larry was too proud to do that but I like Dom; I think he’s done a lot for the company. I think he’s a good person. And I think he and Larry love each other in some strange way. What did Dom say when you asked him to stay? “NFW.” That’s exactly what he said. But he was glad I called. I could tell he was a little high and hoped when he calmed down he’d change his mind. I told him that. Then what did he say? He thanked me for calling. Said I was a good person. He started to say that he didn’t know how I could be married to a person like Larry but he stopped himself and just said “thank you”. Were you and Dom ever intimate? I guess it makes sense for you to ask, but no. We are good friends; I enjoy his company; I like the way he’s always playing games. And I think he likes my company, too. Probably thinks of me more like his mother even though he’s older than me — Larry’s age. But he never grew up. This is another of those questions I have to ask... Yes? Were you unfaithful to Larry at any time during your marriage?
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No. Never. Not even once. Not even when I knew he was unfaithful to me. That would have been the end for me. Somehow it would have been worse for me, even harder to get over, if I were the one that was unfaithful. Please tell me where you were between 7:00 PM and 3:00 AM Monday night. I was wondering when you’d get to that. I was here the whole time. I had a meeting of the local United Way Chapter in the afternoon, stopped to do some shopping, and got home about six. You called me here about 7:30 the next morning. I didn’t go out. My alibi’s not as good as Dom’s, though. I was alone. I only made two phone calls that night and nobody called me on my home phone except Larry and a couple of telemarketers. I called my mother around nine and Dom around one when I couldn’t sleep and was worried about him. A board member from United Way called, but she called on my cell phone so that doesn’t prove I was here. What time was that? About 10:00 PM but why does that matter? It was on the cell phone. We can tell what cell tower your call went through. That tells us roughly where you were. It certainly can tell us whether you were in New Jersey or New York City. But, of course, there would have been time after that for you to go to New York. I appreciate how thorough you are; I really do. I’ve been afraid that it would be convenient for everybody to believe Larry killed himself. Thank you. What were you doing when you were here alone and not talking on the phone? Watching a TiVo-ed movie. Since Larry’s been at the Soho Grand I’ve been watching a lot of television. TiVo saves me from just having to watch whatever crap is on. TiVo may also have given you an alibi. Huh? TiVo records almost everything you do using it. It sends that information back to the company. They use it for marketing. But it turns out to be a useful way for us to know whether someone was here pushing TiVo’s buttons. We’ll check that, of course. Of course. Who do you think killed Larry? Even if I had a theory, even if I was convinced this is a murder, I wouldn’t be able to tell you. Your first suspect was Dom and you cleared him in your mind by calling the bartender. You said you think it had to be someone he knew.
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Do you have any more theories? Have you been doing any more investigating? I wish I could investigate more. I hate this. I hate Larry being dead. And me not doing anything. I think and think and sometimes I think if I think hard enough I’ll have a clue and sometimes I think I’ll just go crazy. I don’t need to bother you any more right now. Again, I’m sorry. And I’d like to say personally that I admire your investigating on your own just after ... I mean in such hard... I know what you mean. Thank you. If you do think of anything — anything at all — you have my card. Anything you think of, no matter how strange, don’t filter it. Just tell me. Thank you. I will. Thank you for your cooperation. ###
Detective Mark Cohen’s mobile phone beeps three times to indicate a new text message as he drives up the Garden State Parkway from Atlantic Highlands. Against both departmental policy and common sense, he continues at 80 miles per hour as he fingers the keys to retrieve the message and then reads it: Message from: 917 555 6789 cod bullet 2 rt temple alpha-amanitin in blood suff for death but not cause One-handed, he tries calling back but gets voice mail. “What the fuck is alpha-amanitin?” he asks in his message. By the time Mark gets back to his desk in the precinct, he still hasn’t gotten a call back from the coroner. He tries a few more numbers there but gets only voice mail so he Googles “Alpha-amanitin”. #
Suppliers of: alpha-Amanitin ... where to find biomedical research supplies and services. Search by: Product Supplier. Suppliers of: alpha-Amanitin Found 7 Companies, ... www.biosupplynet.com/cfdocs/ products/prod_supp.cfm?prod_id=5 - 8k - Cached - Similar pages Isolation and characterization of an alpha-amanitin-resistant rat ... ... Isolation and characterization of an alpha-amanitin-resistant rat myoblast mutant cell line possessing alpha-amanitin-resistant RNA polymerase II. ...
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www.ncbi.nlm.nih.gov/entrez/query.fcgi?cmd=Retrieve& db=PubMed&list_uids=168192&dopt=Abstract Similar pages Studies on the possible mechanisms of protective activity against ... Arch Pharm Res. 2001 Feb;24(1):55-63. Studies on the possible mechanisms of protective activity against alpha-amanitin poisoning by aucubin. ... www.ncbi.nlm.nih.gov/entrez/query.fcgi?cmd=Retrieve& db=PubMed&list_uids=11235813&dopt=Abstract - Similar pages [ More results from www.ncbi.nlm.nih.gov ] Structural basis of transcription: alpha-amanitin-RNA polymerase ... Click here to read Structural basis of transcription: alpha-amanitin-RNA polymerase II cocrystal at 2.8 A resolution. Bushnell DA, Cramer P, Kornberg RD. ... www.facultyof1000.com/pubmed/11805306 - Similar pages Studies on the inhibition by alpha-amanitin of single-step ... Studies on the inhibition by alpha-amanitin of single-step addition reactions and productive RNA synthesis catalysed by wheat-germ RNA polymerase II. ... www.cancerci.com/pubmed/2467661 - Similar pages Alpha-amanitin-resistant transcription units in trypanosomes: a ... ... Alpha-amanitin-resistant transcription units in trypanosomes: a comparison of promoter sequences for a VSG gene expression site and for the ribosomal RNA genes. ... nar.oupjournals.org/cgi/content/abstract/19/19/5153 - Similar pages The Effect of {alpha}-Amanitin on the Arabidopsis Seed Proteome ... www.plantphysiol.org/cgi/reprint/134/4/1598 - Similar pages Science Fair Projects - Alpha-amanitin ... Alpha-amanitin. A relatively tiny protein of only eight amino acids, alpha-amanitin is the toxin found in the Amanita genus of mushrooms ... www.all-science-fair-projects.com/ science_fair_projects_encyclopedia/Alpha-amanitin - 15k - Cached Similar pages Effects of alpha-amanitin on nuclear maturation of porcine oocytes ... ... Articles. Effects of alpha-amanitin on nuclear maturation of porcine oocytes in vitro. B Meinecke and S Meinecke-Tillmann. The effects ... www.reproduction-online.org/ cgi/content/abstract/98/1/195 - Similar pages Alpha-amanitin - Definition of Alpha-amanitin by Webster's Online ... Alpha-amanitin. Advertisement. Close. ... www.webster-dictionary.org/definition/Alpha-amanitin - 11k - Cached - Similar pages
# The Science Fair entry proved most useful:
Alpha-amanitin
A relatively tiny protein of only eight amino acids, alpha-amanitin is the toxin found in the Amanita genus of mushrooms that makes them so deadly. It is also found in the unrelated Galerina autumnalis. Particularly dangerous about this toxin is its delayed effects. It slowly attacks an RNA polymerase in the liver. Few effects are reported within 10 hours; it is not unusual for significant effects to take as much as 24 hours after ingestion. This is far past the time when the stomach could be safely pumped. Diarrhea and cramps are the first symptom, but those pass, leaving a false remission. Then, on the 4th to 5th day, the toxin starts to have severe effects on the liver and kidneys, leading to total system failure in both. Death usually takes place around a week from ingestion.
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Around 15% of those poisoned will die in around 10 days progressing through a comatose stage to renal failure, liver failure, hepatic coma, respiratory failure and death. Those who recover are unlikely to regain full health. Early diagnosis can be tricky and treatment is mainly supportive (gastric lavage, activated charcoal, fluid resuscitation) but includes various drugs to counter the amatoxins, including penicillin and cephalosporin derivatives, and can extend to an orthotopic liver transplant. The most reliable method to treat amanitin poisoning is through having the stomach pumped immediately after ingestion; however, the onset of symptoms is generally too late for this to be an option.
# Mark makes a few hurried phone calls and gives some urgent orders. As he does this, a news alert he’s set for Lazard pops on his screen and makes him visibly angry. #
New York Post Online Edition
Eats Mushrooms; Dies from Lead By JOE SWAMP and JANET JEFFERSON
April 2, 2003 – Larry Lazard. CEO of hackoff.com, ate poison mushrooms shortly before shooting himself according to sources in the NYPD. The apparent source of the mushrooms was a pizza Lazard had eaten earlier that evening. However, according to our sources, the poison in these mushrooms is slow-acting and the cause of death was certainly the gun shot wound to the head, not the mushrooms. The ex-con CEO was well-known in Silicon Alley circles for the rapid rise and fall of his personal wealth as well as for his extremely abrasive style. He and his wife Louise, although rumored to have a stormy marriage, are active in chi-chi NY charitable circles. Lazard founded hackoff.com after release from prison where he served time for a credit card ripoff scheme called “Gotcha” which he confessed to in 1993. Hackoff develops software which protects e-commerce web sites from hackers. The company went public in 1999; it shares peaked at 159 and 1/8 in early 2000. At that time the paper worth of the Lazards was well over a billion dollars. The company did a successful secondary in March of 2000 and the Lazards cleared over $50,000,000 before taxes by selling a small fraction of their stock. However, the company rapidly traded down. It sometimes traded for under one dollar, a loss of over 99% of its value. Last year the company was the subject of a hostile takeover attempt by rival antihack. However, antihack had to abandon the hostile takeover when its own customers were the subject of a vicious web-based attack. Recently hackoff has been trading at slightly over one dollar per share.
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Ex-swimsuit-model Donna Langhorne, formerly CFO of hackoff, is its new CEO. Sources are quoted as saying she has the cojones for the job. It was sexy Donna who found Larry dead in his Hudson Street office early this morning. She had no comment when contacted by the New York Post yesterday and was unavailable for comment today. Chances are that we’ll be seeing more of her, though.
# This time Mark gets through to the coroner’s office. “Hal here.” “Hal, this is Mark Cohen. Why the fuck didn’t you return my call?” “I’ve been very busy. Lots of people dying without explaining why.” “You’ve been busy talking to The Post, you asshole. Some reporter give you blow-jobs there? That’s why you tell them things before you tell me?” “Hey, come on. You were the first to know. I IM-ed you.” “You didn’t say anything about mushrooms.” “Too hard to type on those little phones. I had a hard enough time getting ‘alpha-amanatin’ in.” “So you’re responsible for everyone else who dies.” “Huh? Whatdaya mean?” “The poison came from mushrooms, right?” “Yeah, the poison came from the mushrooms. There were still some in his stomach. So what?” “And the mushrooms came from the pizza, right?” “Yeah, where is this going, detective?” “And the deceased probably didn’t cook the pizza in his own little pizza oven in his office, right?” “Right.” “So the pizza probably came from a pizza parlor, right?” “Not necessarily. Could have been one of those microwave jobs.” “Was it?” “No. Crust was too thick. I’d guess Dominos but don’t quote me on it.” “It’s not me that quotes you, asshole, it’s your girlfriend at The Post. So you gonna call her and explain why you didn’t do anything to find out who’s selling pizzas with poison mushrooms and so now it’s too late to pump the stomachs of hundreds maybe thousands of people who’re gonna die?” “Whaddaya mean? Have there been other reports of poisoning? I haven’t heard any.” “You wouldn’t have because it’s a slow acting poison and people just get sick, then they get better for a while, then they die. They woulda thought they ate something bad, but they wouldn’t be dying yet. That’ll come later.” “How do you know all that? All I know is this is one of the poisons we test for so we tested for it and he had it and he didn’t die from it because he shot himself first. I was thinking maybe the poison gives him hallucinations so he shoots himself. We gotta get on it right away, track down where he got the pizza. You’re the detective, you should do this. Shoulda been doing it already
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instead of harassing me. You shoulda been on this soon as I told you about the poison.” “Stop covering your ass; I’m all over it,” Mark says. “Why don’t you get the full autopsy to me fast; send it in email.” He gets a call-waiting tone and hangs up without saying good by. “Okay, Mark, good news; we’re not gonna have an epidemic of mushroom poisoning,” says the new caller. “Great. How do you know?” Mark asks. “Talked to the guy Wong that did the pizza run. Asked him where he got it and who else had mushrooms. He tells me that that the deceased didn’t order mushrooms.” “But he’s fucked up. There were mushrooms and pizza in his stomach and…” “Yeah. Wong says that Lazard is a mushroom nut, okay? He likes pizza with pineapple and mushrooms. Used to order that all the time. But he gets rich and he turns into a big-time mushroom collector; now he only eats the mushrooms he finds himself. So they just order pizza with pineapple, and Lazard adds his own mushrooms from his own stash. So last night he just got pizza with pineapple and did his own extra toppings like usual. He—” “So we gotta find that stash,” Mark interrupts. “Calm down, ace, we’ve got it. Everyone in the office knew what shelf he kept it on; it’s in a big bottle. You want it sent to the lab?” “Right,” says Mark. “Good work. Yeah, let’s get it to the lab right away. Got to make double sure it’s the same stuff that was on the pizza. Thanks.” He hangs up and Googles “Lazard mushrooms”. There are a wealth of URLs returned by the search engine. Some deal with an announcement from the Central New Jersey Mycological Society of a generous gift from Louise and Larry Lazard which will enable the society to introduce underprivileged youngsters from Newark to the joys of mushroom hunting in the Jersey Pine Barrens. The other URLs are from a blog Lazard had been writing about his mushroom hunting expeditions. The most recent entry is from September 26. #
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Mark calls Louise Lazard. “Ms. Lazard, this is Detective Cohen. I’m sorry to bother you again so soon.” “I was just going to dial you, detective.” “You saw the story in The Post Online?” “I heard about it. This is just one more way to cover up murder. Obviously, he didn’t die from the mushrooms. This is wrong. This is—” “I’m not jumping to any conclusions, Ms. Lazard; it is a bizarre coincidence. In fact, I wouldn’t have contacted you in this way but it’s a question of safety.” “Safety?” “The deceased — I mean, Larry — was a mushroom collector, right?” “Yes. That wasn’t in The Post story but lots of people know that. But why—” “Is it also true that he put the mushrooms he collected on pizza?” “He didn’t try to poison himself with mushrooms. He wouldn’t do that; he wouldn’t kill himself.” “That’s not my immediate concern. I am concerned about your safety.” “Safety? That’s the second time you said that… Oh, I understand. You were wondering whether I have any of the same mushrooms and don’t want me to eat them.” “That’s right, Ms. Lazard, I…” “Well, I don’t know for sure but I think I have some. Larry last went collecting on a trip to South Carolina. Weird time to go but it had been warm and wet and he got a good batch of mushrooms. He did what he always does: he split them up and left some here and took some to the office. I haven’t eaten any of them if that’s what you were wondering. And it’s nice of you to worry, but I hate mushrooms — no danger. I guess I should throw them out, though.” “Yeah… No. No, don’t do that. They’re evidence. I would like to send someone to pick them up from you if that’s okay, Ms. Lazard.” “Call me Louise, will you please? Yeah, that’s fine. I don’t want them. Did he eat all the mushrooms in his office?” “I’m sorry. You’ve been very helpful, but I can’t discuss evidence. I broke the rules some to call you, but didn’t want you to eat any if you had them.” “I appreciate that. When will your ‘someone’ come by to pick up the mushrooms? I’m planning to go out in about an hour.” “Depends on traffic, but we’ll make sure to get there within the hour. Can you tell me whether the deceased ... I mean Larry … was an experienced mushroom collector? Was he likely to make a mistake and pick a poison mushroom?” “He was experienced, but he took risks. He did that on purpose.” “What do you mean?”
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“I don’t know much about it, but Larry specialized in collecting mushrooms that look like other mushrooms that are poisonous. He said that these were the best to eat. I think he just liked to show off that he could pick the right mushroom… He could’ve made a mistake, I guess. Pretty big coincidence on the night he was shot but I guess it could’ve happened.” After thanking her, hanging up and arranging for the pickup of the remaining mushrooms at the Lazard’s home, Mark follows the links in Larry’s blog: #
U.S. Food & Drug Administration
Center for Food Safety & Applied Nutrition
Foodborne Pathogenic Microorganisms and Natural Toxins Handbook
Table 3. Poisonous Mushrooms and their Edible Look-Alikes.
Mushrooms Containing Amatoxins
Poisonous species Amanita tenuifolia (Slender Death Angel) Amanita bisporigera (Death Angel) Appearance Mistaken for
pure white
Leucoagaricus naucina (Smoothcap Parasol)
pure white
Amanita vaginata (Grisette), Leucoagaricus naucina (Smoothcap Parasol), white Agaricus spp. (field mushrooms), Tricholoma resplendens (Shiny Cavalier) A. vaginata, L. naucina, white Agaricus spp., T. resplendens
Amanita verna (Fool's Mushroom)
pure white
Bad Bug Book Foods Home | FDA Home | Search/Subject Index | Disclaimers & Privacy Policy Hypertext last updated by las/ear 2001-MAY-21
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Mark gets a few more entries when he Googles “Amanita Vaginata”: www.mushroomexpert.com says: “Although there are some edible mushrooms in the genus, no Amanita should be eaten. The genus contains lethal mushrooms that are quite similar to the ‘edible’ ones.” www.mykoweb.com says: “As is always the case with Amanita species, only the most experienced collectors should consider them for the table.” And a personal website on Geocities says: “Edibility: Edible and very good. Used without preliminary boiling, in soup, fried, salted, marinaded.” ###
The Chat Board
Larry Poisoned Himself by: thewatcher02 (38/M/New Rochelle, NY) Msg: 99001 of 99016 Larry Lazard poisoned himself with mushrooms before he shot himself! Its all in the Post Online.
04/02/03 2:45 pm
Re: Larry Poisoned Himself by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 90002 of 90016
Posted as a reply to: Msg 90001 by thewatcher02
04/02/0310:51 am
The market’s not going to care about that. He’s history. The stocks up to 1.52.
Re: Larry Poisoned Himself by: pooper Long-Term Sentiment: Sell Msg: 90003 of 90016
Posted as a reply to: Msg 90002 by ChorusLine
04/02/0310:54 am
This is bad for the company. The investing public doesn’t like confusion or complication. It’s a complication.
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Re: Larry Poisoned Himself by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Buy Msg: 90004 of 90016
Posted as a reply to: Msg 90003 by Pooper
04/02/0310:59 am
Lazard is a well-known amateur mycologist (that means mushroom hunter to those who don’t know their sciences). He belongs to a mushroom club in New Jersey and he even has a mushroom blog at www.shroomhunter.com. Take a look at it you’ll see where he probably got the poison mushrooms, although he says he wasn’t collecting posion mushrooms and is very specific about what he was collecting. This news strengthens the suicide theory, since it looks as if he also tried to poison himself. In the short term, that should be a negative for the company, because investors are going to worry what it is he knew that they don’t know. Even thieving CEOs don’t shoot themselves over good news. If it turns out that there was some personal problem not related to the company, then probably this is not a long-term negative. In that case, the suicide story is better for the stock than a murder story, because if it’s murder, then we have to worry about who did that and how it relates to the company. Was the company into something it shouldn’t have been? But if the murder turns out to be about something personal, then that doesn’t matter much to the stock either. Then the stock trades on whether the Street thinks Donna will be a better CEO than Larry and whether they think she might sell for a good price when it was pretty clear that Larry wouldn’t.
Re: Larry Poisoned Himself by: scooper Long-Term Sentiment: Buy Msg: 90005 of 90016
Posted as a reply to: Msg 90003 by pooper
04/02/03 2:05 am
pooper, you’re still an asshole. This is not a complication. He’s already dead. The stock is up .10 since the story broke.
Larry did pick the mushrooms by: thewatcher02 (38/M/New Rochelle, NY)
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04/02/03 2:06 am
Msg: 90006 of 90016 Larry’s blog is all about mushroom picking. He was picking some kind of mushroom that looks like some other kind of mushroom that’s poison. But it looks like he got the wrong one and then he ate it.
Re: Larry did pick the mushrooms by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 90007 of 90016
Posted as a reply to: Msg 90006 by thewatcher02
04/02/03 2:07 am
The lizard meant to eat the cunt mushroom and he ate the death angel instead. Some guys shouldn’t hunt cunt or mushrooms or be a ceo and the lizard is one of those and now he won’t be hunting and wont be cunting and wont be ceo but that wont help all you poor slobs who have jerkoff stock. your dead; you ate the mushroom.
Re: Larry did pick the mushrooms by: scooper Long-Term Sentiment: Buy Msg: 90008 of 90016
Posted as a reply to: Msg 90007 by Alaska60-60
04/02/03 2:09 pm
Alaska, you asshole, why don’t you get your foul mouth off this board and stay on the antihack board where you belong. We’ve heard enough of your bullshit and the c-word has no place on a finance board.
Re: Larry did pick the mushrooms by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 90009 of 90016
Posted as a reply to: Msg 90008 by scooper
04/02/03 2:12 pm
scooper, you mean the cword ceo? Thats what sucks at jerkoff, the ceo. Of course the new one might suck too but that’s different. But I got it figured out. The lizard ate the wrong mushroom and it made him nutty so then he shot himself. That makes more sense than most shit hes done.
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Back down! by: thewatcher02 (38/M/New Rochelle, NY) Msg: 90010 of 90016 HOFC’s back down to 1.45 but not much volume. 04/02/03 2:18 pm
Re: Larry did pick the mushrooms by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Hold Msg: 90011 of 15
Posted as a reply to: Msg 90009 by Alaska60-60
04/02/03 2:22 pm
For once, I had the same first thought as Alaska but I got on wikipedia before shooting my mouth off. The poison from the mushroom that looks like the mushroom Larry was collecting is not hallucinogenic – that means it doesnt make you high. So that theory doesnt work. But the poison makes you very sick for a week and is painful, so it’s very hard to see why someone who knew about mushrooms would take it to kill himself. And it shows up on an autopsy just like it just did, so it isn’t a good way to make suicide look like something else so that the insurance company has to pay. Again, why would he start to kill himself with mushrooms and then change his mind and use a gun before the mushroom even had time to work? Unless he chickened out once he got a tummy ache. Questions aren’t good. Now I’m a hold.
Re: Larry did pick the mushrooms by: PacPhil (25/M/New York, NY) Long-Term Sentiment: Buy Msg: 90012 of 90016
Posted as a reply to: Msg 90011 by jumbo10
04/02/03 2:24 pm
Good questions, Jumbo. You’re probably right. Its good that you do reasearch that alaska doesn’t.
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Anybody know why? by: CLess
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04/02/03 2:26 pm Msg: 90013 of 90016 Anybody no why Larry shot himself??? What’s the stock at?
Larry had balls by: TestTost (35/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 90014 of 90016
04/02/03 2:30 pm
Larry liked cunt and he liked mushrooms and he liked living dangerously. And now he’s dead but that happens. He died a man.
Re: Larry did pick the mushrooms by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 90015 of 90015
Posted as a reply to: Msg 90011 by Jumbo10
04/02/03 2:35 pm
Larry killed himself twice. What will the market think?
Stock Down by: thewatcher02 (38/M/New Rochelle, NY) Msg: 90016 of 90016 HOFC still at 1.42 No volume!
04/02/03 2:40 pam
### Detective Cohen takes a call from the lab. “Got results on the ‘shrooms,” says the technician. “Yeah?”
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“The ones in the office are full of alpha-amanatin, you know what that is?” “Yeah, that’s what we expected; that’s what was in the deceased’s stomach. The other ones the same?” “No, were they supposed to be? I thought they were the control.” “What do you mean?” Mark raises his voice. “They’re no control. They’re supposed to be from the same batch.” “Well I don’t know what they are but they don’t have any alpha-amanatin in them, I know that.”
NASDAQ 4/2/03
1405 1400 1395 1390 1385 1380 1375 1370 1365 1360 4/2/2003
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HOFC Daily Trading 4/2/2003 (at close)
$1.80
$1.60
$1.40
$1.20
$1.00
$0.80
$0.60
$0.40
$0.20
$4/2/2003
$100.00
$120.00
$140.00
$160.00
$180.00
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$20.00
$40.00
$60.00
$80.00
$0.00
6000 5000 4000 3000 2000 1000 0 6/30/1999 7/30/1999 8/30/1999 9/30/1999 10/30/1999 11/30/1999 12/30/1999 1/30/2000 2/29/2000 3/30/2000
© 2005 Tom Evslin
Chapter 9: The Fall, April 1, 2000 – June 30, 2000
NASDAQ 6/30/99 - 3/31/00
HOFC Daily Trading 6/30/99 - 3/31/00
###
7/ 1/ 1 7/ 99 9 9 7/ /199 19 9 7/ /199 27 9 /1 8/ 999 4/ 8/ 199 12 9 8/ /19 20 99 8/ /199 30 9 /1 9/ 999 7/ 9/ 199 15 9 9/ /199 23 9 10 /19 / 99 10 1/19 /1 99 10 1/1 /1 99 9 10 9/19 /2 99 7/ 11 199 / 9 11 4/1 /1 99 9 11 2/19 /2 99 11 2/19 /3 99 0 12 /199 /8 9 12 /19 /1 99 12 6/1 /2 999 4/ 1 1/ 999 3/ 1/ 200 11 0 1/ /200 19 0 1/ /200 27 0 /2 2/ 00 4/ 0 2/ 200 14 0 2/ /200 22 0 /2 3/ 000 1/ 2 3/ 000 9 3/ /200 17 0 3/ /200 27 0 /2 00 0
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On Saturday, April 1, Larry goes into the office to catch up on the work he’s had to ignore during the roadshow. Louise joins him in the evening for dinner at Sequoia in Southside Seaport with her Aunt Hattie who has advised them that the chowder is “to die for”. Hattie is in the personal wealth management group at Merrill Lynch and would clearly like to advise the Lazards on much more than chowder. “Well,” says Aunt Hattie, looking up from the chowder, “today is the day that your liquidity should actually be in your account at Barcourt.” “Yup, the money’s there; I checked,” says Larry. “I’m sure you two haven’t had much of a chance to think about how you are going to invest your—” “I bought my mother a place in a retirement home,” says Louise. “She didn’t tell me that,” says Hattie, annoyed. “I only told her an hour ago,” says Louise. “Well, I’m very happy for her, of course. That’s very kind of you…” “It was Larry’s idea.” “How very considerate. I know how proud Ruth must be to have such a generous son-in-law. I do wish you two had talked to me first, however. There are many tax implications to such an investment, and it’s very important that it be structured in the right way. We have a very good group that can be an enormous help in transactions like this. In fact, for clients in the very high wealth category, which includes the two of you, our people are happy to actually handle transactions like this one completely. So you hardly need to lift a finger except to tell us what you want to accomplish…” “We’re not clients of Merrill Lynch,” says Larry. “Well, that’s what we’re here to talk about now, isn’t it? That’s certainly something that can quickly be arranged. In fact…” The fish arrives. Hattie has to pause in her pitch to send hers back since the head is still on the plate and one dead eye is looking at her balefully. “Oh, I just hate that,” she says after the waiter leaves with the offending fish. “I sometimes think they do that just to annoy me. Now where were we?” “I was just explaining,” says Larry, “that we are going to talk to several firms before we decide who will manage our ‘personal wealth’.” “Well, certainly, dear, you ought to do that,” says Hattie. “But time’s awasting and, as they say, time is money. You won’t find any better than Merrill. There are several investment opportunities that will close just this week and I’d hate for you two to miss the opportunity—” “We’re going to have to pass on those,” says Larry. “We’re not going to make our minds up that quickly.” “I’m not sure that’s wise, dear,” says Hattie. “You have a big responsibility now to manage all that liquidity wisely.” “I also have to manage my company,” says Larry. “Remember, most of our net worth — the vast majority of it — is tied up in the stock we still own. We haven’t even sold five percent yet.” “Well, dear, of course; but that’s something we can help you with as well. I’m not the expert in this, but Merrill has put together programs for other
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executives to assure that they will realize most of that locked-in value. We know you can’t sell all of that stock now but you should be protected against a possible decline. We could arrange synthetic ‘put options’ or various kinds of ‘straddle’ or ‘collars’ I think they’re called. We could lend you money using the locked up stock as security. These are the discussions we need to be having.” “Why in the world would we want to be in debt when we’re rolling in cash?” asks Larry. “I just paid off our mortgage this morning.” “You what? Oh, no. You see, this is just the kind of thing we can help you with. That’s not a good use—” Louise interrupts before Larry can: “That’s something we both wanted to do. We don’t like being in debt.” “Debt is an important investment strategy,” says Hattie. “Perhaps as a next step I should introduce you to some of the specialists who will work with you at Merrill to help you—” “You know who you could introduce me to, Hattie?” asks Larry with his mouth full. “Whom, dear?” “What’s her name, your e-commerce analyst,” says Larry. “Merrill doesn’t cover hackoff and it would be very helpful for us if you did. That would help increase the value of the rest of our assets.” “Well,” says Hattie, “I’m not sure I can arrange that but I’m certainly willing to try. But you don’t mean to say, dear, that you’re going to base your decision of who handles your personal wealth on what coverage the company receives, do you?” “Yeah,” says Larry, “that is what I mean. It won’t be the only criterion, but it is a very important one.” “You’ve worried about the company all these years,” says Hattie. “Now it’s time to worry about yourself. Yourself and Louise, I mean, of course.” “How the company does and how WE do are not separable,” says Larry. “Hattie, I’m serious about this. If Merrill wants to manage our personal wealth, it’s time for Merrill to cover hackoff.” “Oh, I don’t know…” “I know,” says Larry, more firmly. “How is Uncle Augie?” asks Louise. Hattie takes a deep breath and cuts into the now headless but also cold fish. “He’s as well as can be expected, Louise dear, thank you so much for asking. He sends his best to both of you, of course. The dear man will not take care of himself. Sometimes I think he wants to die just to spite me.” “Understandable,” says Larry, but under his breath so Hattie doesn’t hear him. # Not much later, Larry and Louise are sitting outside in the back of the highspeed catamaran ferry to Atlantic Highlands. It’s an early warm spring
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night, so they are comfortable on the stern where the bulk of the cabin blocks the wind. As the boat crosses New York harbor, they have a great view of the downtown lights dominated by the twin lit rectangles of the World Trade Center. “Thank you,” says Louise. “For what?” “For being nice to Aunt Hattie. I appreciate it.” “Yeah, well let’s see if the gabby old bitch can help us get coverage from Merrill. I doubt it.” “Well, if she doesn’t, then I won’t feel bad at all about not giving her our money to manage,” says Louise. “What do you think we ought to do about investing it? Is this a good time to put it back in the stock market?” “Personally,” says Larry, “I’m not in any hurry. Mostly because I don’t have time to think about it. There’s stuff at the company I’m worried about. But also the market seems sort of shaky. There was a bad announcement from Big Router today.” “What’s the money in now?” “We bought the Knicks.” “No. I’m serious. What is the money in?” “Remember, we talked about it. I didn’t think we had enough cash to buy the Knicks but Madison Square Garden Corporation really wanted to get rid of them. I only had to pay fifteen million in cash and the rest in hackoff stock.” “Larry, you didn’t. You COULDN’T. I thought the stock was restricted. We can’t even sell it for six months.” “It is restricted,” says Larry, “but they accepted it even with the restriction. They’ll have to hold it for the six months.” “What about Alan Houston’s contract? We agreed that—” “You were absolutely right about that. I insisted they buy it out as part of the deal. But, funny thing, when we discussed it with him he said he’d play without the contract if he could just stay in New York. He even promised he’d try dribbling when he got the ball.” “Oh-my-God,” says Louise. “Oh-my-God. I think the money has gone to your head. Well, I guess we’ll have to have a party. Do we invite all the Knicks? I’d really like to meet Clyde Frazer; see if he really uses all those big words even when he’s not announcing games.” “April Fools,” says Larry. “What…? Oh no… Fuck you.” Louise hits Larry. Not hard. “Gotcha,” he says. “You did. This is all so unreal I don’t know what to believe and what not. Okay, where is our money if we didn’t buy the Knicks?” “I told Barcourt to just buy some safe government bonds for now to park it in,” says Larry. “They didn’t want to and, of course, they have at least as many good ideas for our money as Hattie, but it’ll be reasonably safe there. We could lose a little if interest rates go up but I just don’t feel right about jumping into things without thinking it through. And I want to give the money to someone to manage that’s going to give hackoff some additional coverage.”
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“You know what Aunt Hattie said to me in the ladies’ room?” “No, what?” “She says she’s not sure Merrill can cover a company with such a horrible name. She can’t even bring herself to say ‘hackoff’.” Louise giggles. “Doesn’t stop her from wanting to manage the money hackoff made for us,” says Larry mildly. “Yeah. It’s getting cold. Snuggle me.” “You want to go inside?” “No, just snuggle me. The City looks like it’s covered in jewels.” The boat rocks as it speeds over the wake of a hulking container ship leaving the harbor for Taiwan with empty containers to be refilled. The air gets colder. A few of the lights in the City twinkle out. ###
TODAY'S MARKETS
NASDAQ PLUMMETS BIG ROUTER WARNING TANKS MARKET
By PETER SCOTTSON THE broad STREET JOURNAL ONLINE
April 3, 2000 5:01 p.m. The NASDAQ fell nearly 400 points today and closed just over 4200. The selling started before the open and just after an announcement by Big Router that it expects to report “disappointing” earnings for the first quarter and will not meet analyst’s expectations. Big Router stock fell 42 points to close at 99 1/8. The company is scheduled to report its earnings on April 15. Almost every sector was lower. Energy stocks and some consumer durables – both usually considered defensive holdings – were the only exception. Technology and e-commerce stocks were the hardest hit. Router maker PacketWarp was down almost 40% during the trading day and closed at 84, down 27%. EverFast lost 35 to close at 115. Some market analysts are now taking the recent market weakness seriously. John Braxton of Barcourt & Brotherson says that this may be the start of the long awaited “serious” correction after the market’s long runup. He says that it’s possible that the market is “significantly” ahead of itself and will not recover until much later in the year. However, other analysts suggest buying stocks on weakness. They point to the alarming dip in March, which was quickly reversed and the trading profits made by those who bought the dip.
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One venture capitalist who declined to be identified says that he believes router sales are a leading indicator for the e-commerce sector. According to him, a decline in router sales is a sure sign that growth is slowing. Big Router attributed the weakness in the quarter to stiff price competition and some credit problems with existing and prospective customers. The company did not specify whether shipment volumes were down.
### Donna Langhorne has spent most of the day on the phone with several brokers who would like to manage her personal wealth. She has given each of them a trial by allocating each a million dollars with which to buy her stock in their hottest IPOs. Some have demurred that the IPO schedule is somewhat lighter than it had been. These she has given latitude to invest no more than half in other hot issues. Donna has also been talking to Fractional Jet. She and her husband Francis have decided to buy an eighth interest in one of their new planes. “After the roadshows,” says Donna, “I really don’t want to go back to waiting in lines at airports and sitting next to people that fart.” It isn’t hard to convince Francis who has also enjoyed every private jet he’s been on. “By the way,” Francis says to Donna on the phone at the end of the day, “we filed suit against Big Router today. Thanks to our ‘timely information’, Grant & Gilding was the first firm to get its licks in. There’ll be others, of course, but being first gives us a very good chance of being appointed lead counsel for the shareholder class action. And this has really helped me at the firm. Thank you.” “You’re very welcome,” says Donna. “Come home.” “Send the jet for me,” says Francis. “I’ll do that,” says Donna. “I’ll do just that.” And she does. ### On April 4 the NASDAQ is down below 3700 during the day, before rallying to finish down just over 100 points. Hackoff, however, doesn’t do badly and closes up at 102 3/16. Larry is in a good mood for the beginning of his call with Barcourt Chief Trader Sam Gutfreund. Donna Langhorne and Harvey Maklin are also on the call. “Pretty brutal day, I’ll bet,” says Larry. “Seen worse,” says Sam. “Busy though.” “Hackoff traded well,” Larry observes. “Up is better than down,” says Sam. “Learn anything from our trading?” asks Larry. “More buyers than sellers,” says Sam. “Tell me something I don’t know.”
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“I thought you knew everything.” “How does the shoe look?” “We sold that Friday. We almost always sell the shoe along with the initial allotment.” “Great,” says Larry. “That’s great. But how come I didn’t see the money in my account along with the rest?” “Larry,” says Donna, “Sam says they SOLD the shoe. He didn’t say they BOUGHT it.” ”What do you mean?” Larry looks confused. “Perhaps I can explain,” says Harvey when no one else answers. “We sell the shoe short as close to placing the initial allocation as we can. Then we have thirty days to buy it from the selling stockholders.” “You sell the shares BEFORE you buy them from us?” asks Larry. “Of course,” says Donna with malice. “Of course they do. Why should they buy them before they have to?” “Oh, I see,” says Larry. “It’s a use-of-money thing. You get the money for the shares and you don’t have to buy them from us for thirty days. Okay, just one more way for bankers to make money on the transaction. But now we know you’ll be buying them. Still good news.” There’s a silence. “What’s the matter?” asks Larry. “Now that the shoe’s been sold, you’ve got to eventually buy the shares from us, right?” More silence. This time it is Sam who breaks it: “Larry, we only buy the shoe if the stock is higher at the end of thirty days or we’ve got too much demand to go short any further like we did in the IPO.” “I don’t get it,” says Larry. “Shit, yes I do. If the stock is lower in thirty days, you buy in the open market to cover your short because that’s cheaper than buying from us. You fuckers just can’t lose. Stock goes up and you buy it from us at below-market price and you aren’t taking any risk because you already sold it. Stock goes down and you buy it at market and have a short sale profit.” “Uh…” says Harvey, “that’s basically it. Of course, if hackoff stock keeps acting like it did today we’ll all be very happy campers. We’ll exercise the over-allotment option just like we did in the IPO and you’ll have your money.” “I sure hope so,” says Larry. “I hope so for all our sakes.” # “That sucks,” Larry says to Donna as they sit alone at the conference table in his office after the call. “That really sucks. Fucking bankers get us coming and going.” “What do you mean ‘us’, white man?” says Donna. “What do you mean?”
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“I don’t have any part of the shoe, thank you very much. The company isn’t selling any more shares in the shoe. What I’m worried about is our numbers.” You know, your whining about the shoe is obnoxious? I got you to be able to sell all your shares up front. I have to wait for the shoe to sell some of mine and now it looks like that may never happen. Why don’t you drop it? And what numbers are you worried about? We’re going to have an operating profit this quarter, aren’t we?” “You got greedy and you got caught,” says Donna. “I don’t have any sympathy for you. And, yes, we are going to have an operating profit — a small one — for this quarter. But what about next quarter? That’s what I’m really worried about.” “What do you mean? The quarter’s hardly begun. How can you be worried already?” “Did you look at how we made our number for this quarter?” “Sure, I know how we did. We cut some prices to make some deals. We gave some extra comp to sales. So, this quarter we should have our natural growth and all that shouldn’t be necessary.” “Don’t get me started on extra comp for sales,” says Donna. “I can’t believe you gave them that. Why are you such a wimp when it comes to managing sales? Frank Folger is the only one of your staff you’re not tough on.” “You’re probably right,” says Larry. “Sales is the one job in the company that I know I couldn’t do. I couldn’t take being told ‘no’ time after time and still going back to knock on the same doors. I don’t understand sales guys; I don’t know what makes them tick. They’re weird; they’re obnoxious; they lie. They always cheat on their wives. But we need them, and I can’t manage them as well as I can the other parts of the company. I know enough about accounting and investor relations and all to know that you do a good job — most of the time. I know I could do a better job than Dom at managing development, but he’s much better than most people would be. I think I could’ve been a lawyer if I wanted to, so I have no problem second guessing Aaron when he’s being an asshole. But I don’t understand sales.” “We’re going to have a big problem if you don’t START managing sales,” says Donna. “Because Frank’s not doing it — unless you call getting more commission for less sales managing. And, of course, we just dug a big hole for ourselves.” “What big hole?” “All those sales we got in the last few days of June…” “Yeah. What about them? They’re real, right? We didn’t book anything that wasn’t really closed did we?” “No. They’re real,” says Donna. “Frank would have booked anything that breathed but I only let him book real sales — not counting the wannabes, of course. But that’s not the problem.” “Donna, what IS the problem? Stop playing games with me.”
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“The problem is that we used low prices to close sales that would’ve closed anyway. Those are sales that we would have closed this quarter. Most of them.” “No shit. So?” “So the sales funnel is EMPTY; that’s what I think. Have you had Frank give you a report on the funnel?” “I’ve been on a roadshow, remember?” says Larry. “I think you were there. ...No, I haven’t had Frank give me a report on the funnel. Have you? What makes you say it’s empty? Just because you don’t like Frank?” “No,” says Donna. “Okay, I DON’T like Frank. And I don’t like watching you wimp out instead of managing him. And I haven’t had a report on the funnel. But I can still think. And it makes sense to me that we pulled sales out of THIS quarter to make the numbers for LAST quarter, so now we start in the hole. And even deeper in the hole because Frank signaled to customers and salespeople that we have quarter-end sales and now they’ll expect that. And the sales people’ll wait to do their selling until we offer them extra comp.” “The fun never stops, does it?” says Larry. “I’ll schedule a funnel review, Shouldn’t be as bad as you think but it’s worth looking at. Meanwhile, it would help if you’d get some more analysts to cover our stock. We need to get some new interest and some new buyers. Stock’s gotta be sold, too, you know.” “You’re still worried about your goddamned shoe. You make sure Frank — or someone else — sells software. I’ll work on the analysts but I gotta tell you, I’m nervous about getting more coverage if we’re gonna have bad numbers.” “We’re not gonna have bad numbers,” says Larry. “Trust me.” He takes the gun off his coffee table, puts it to his head, pulls the trigger — click. “I bet my life on it.” “We’re in this together, Lar,” says Donna. “I don’t like it but I’m a realist and that’s the way it is. Don’t fuck it up!” # Just as Larry feared, Barcourt & Brotherson does not exercise its right to buy the over-allotment or “shoe” from the selling stockholders. By the time the thirty day option on the over-allotment has expired, hackoff is trading at around seventy-four dollars per share. So, if Barcourt wants to cover the short sale of 450 thousand shares that it made on the day after the secondary priced, it can buy shares on the open market at around seventy-four. Obviously, this would be preferable to buying from the selling shareholders at the secondary price of 99 3/8. However, Barcourt does not want to cover its short sale. In fact, Barcourt has continued to sell short — to borrow shares of hackoff that it doesn’t own and sell them. The continued selling by Barcourt is just one of the factors that has continued to push the hackoff stock price down. The NASDAQ itself is continuing to weaken. By mid-April it is trading just above 3200 after a somber earnings announcement from Big Router. Not
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only were sales of routers weaker than anticipated during the first quarter, but Big Router had a significant problem getting paid by its dotcom customers. Big Router’s earnings for the quarter are almost wiped out by the write-off of dubious receivables the company has chosen to take. Moreover, Big Router’s CEO, a fabled salesman given to accenting the positive, says he does not see signs of recovery in the second quarter. Big Router itself is trading at just half its all time high. ###
Email, April 28-30, 2000
From: Sent: To Subject: Joseph Windaw [mailto:[email protected]] Friday, April 28, 2000 9:45 PM Joanne Ankers The shoe
Hi, Joanne: As I’m sure you heard, the shoe didn’t go. Boy, do you look smart and Franklin and me dumb. I trust that your colleagues at Big Router Ventures are duly impressed. Seriously, if you don’t mind some advice from an old man, you should toot your own horn on this. If things had gone the other way, you would have been blamed. Yours truly, Joe
From: Sent: To: Subject: Hey Joe,
Joanne Ankers [mailto:[email protected]] Friday, April 28, 2000 9:45 PM Joseph Windaw RE: The shoe
I always appreciate your mentoring. I did take some grief initially for 1) the fact that we’re selling at all; and 2) that we would sell less of our position than you guys did of yours once the shoe went.
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Now, after our recent earnings announcement, portfolio sales are all the thing here at Big Router Venture. It’s our way of protecting the corporate bottom line, something the sales guys don’t seem to be doing very well right now. So I have something of a rep as a trend-setter, for which I am grateful to you for your sound advice. I’ll take credit for the shoe on my own; something didn’t sound right about it. I guess from a woman’s point of view, “if the shoe doesn’t fit, don’t wear it.” ha ha. That’s a joke. Best, Joanne
From: Sent: To: Subject: Joanne:
Joseph Windaw [mailto:[email protected]] Saturday, April 29, 2000 10:45 AM Joanne Ankers RE: The shoe
You’re a very smart young lady and I’m glad to hear you’re appreciated there. I heard good things about you from your boss when we met on some other things. As much as I’m chagrined that you got the best of us on the shoe, it is a pleasure to see how embarrassed Franklin is over this. He can’t stop talking about it. It’s good for someone as smart as him to be wrong every once in a while. Of course, Larry Lazard is apoplectic and is convinced that we all plotted against him — including Barcourt — to deny him his “fair share”. You’re lucky you don’t have to listen to him. Yours truly, Joe
From: Sent: To: Subject: Joe:
[email protected] Monday, May 1, 2000 7:45 PM Joseph Windaw My career
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I know I can rely on you to keep this completely confidential. Note that I am writing to you from my personal account and not on Big Router’s email system. Something totally unfair has happened and I may have to leave Big Router. Turns out that the advice you gave me wasn’t so good after all even though at first people treated me like a hero for selling some of our hackoff position before the market crashed. Looks like there was a lot of discounting to book router sales at the end of the first quarter and so now there isn’t much in the pipeline for this quarter. That’s why the chief indicated that this quarter would be weak. So now selling from the portfolio has gone from a no-no here at BRV to the order of the day. We are selling at least some of almost all of our positions. You’d think that would make me a hero because I already got out of some of the hackoff position at a price we’re not likely to see again for a while. But, no, that’s not what’s happening at all. Problem is that, in order to sell, we had to sign a 180 day lockup just like you and the other selling stockholders. Now we can’t sell any more hackoff until five months from now. This, during a time when we are liquidating 20% to 40% of our positions in similar companies. I only did 10% and now people are saying it’s my fault that we can’t do any more. I need to be blunt: if I have to leave Big Router do you have a position for me at Windaw & Wallar? We have lots of memories. Best, Joanne
From: Sent: To: Subject: Jim:
Joseph Windaw [mailto:[email protected]] Monday, May 1, 2000 7:50 PM James Harkins Action items for tomorrow
It is important that all of these things be done before noon tomorrow. 1. Find out what stocks are in the Big Router Ventures portfolio WITHOUT TALKING TO ANYONE AT BRV. If we’re not
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locked up, sell at least 50% of our positions in any of these whereever there is overlap. I’m sure there is some. 2. If we have any shares of Big Router itself left in our portfolio, sell them at market. I think those guys are in for a continued rough time. 3. We have been advertising for two open positions. Pull the ads; we’re going into a hiring freeze for a while. I wouldn’t mind if word about that gets around. It’s a prudent thing to do in this market and it’ll make people work harder. 4. You know the guy who always wants to come in and show me diamonds? Make an appointment for him to come around and see me tomorrow afternoon. I’m going to want to get something expensive and special for the wife. 5. Make sure our portfolio companies know not to buy anything from Big Router except at the end of the quarter and after negotiating at least a 25% discount — maybe more. Same for any other major equipment purchases from anyone. Thanks, Joe
From: Sent : To: Subject: Joanne:
Joseph Windaw [mailto:[email protected]] Monday, May 1, 2000 7:50 PM [email protected] RE: My Career
I’m very sorry to hear how people at Big Router Ventures are acting. Are you sure everybody feels this way? It is easy to overreact when you are threatened. Last time I talked to your boss, he thought you were great which is not very long ago. If necessary, I’m glad to remind him. My advice to you is not to throw away what you have built there. It is a very solid foundation. Of course I would help you in any way that I can if worse came to worst. Right now, we have a hiring freeze here at W&W so can’t do that, but I have lots of friends and acquaintances on
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both coasts who, I’m sure, would be interested in someone with your qualifications. I’m assuming that you want to stay West and that’s probably best but I can help either way. It is always important to be calm. You have a very level head. I’m sure you will do that. Yours truly, Joe ### Hackoff.com Corporation: Grant & Gilding Brings Securities Suit In S.D. NY ----------------------------------------------------------------Grant & Gilding, LLP filed recently a class action in the United States District Court for the Southern District of New York, on behalf of purchasers of Hackoff.com Corp. (Nasdaq: HOFC) securities during the period between June 30, 1999 and May 30, 2000, inclusive. The complaint charges the following defendants with violations of Sections 11, 12(a) (2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder: (1) Hackoff.com, (2) Barcourt & Brotherson Inc., (3) First Canadian Bank Corp Ltd., and (4) Web & Stinger Corporation, (5) Lawrance Lazard, and (6) Donna Langhorne. On or about June 30, 1999, Hackoff.com commenced an initial public offering of 5.00 million of its shares of common stock at an offering price of $15.00 per share. The complaint alleges that defendants violated the federal securities laws by issuing and selling Hackoff.com common stock pursuant to the June 30, 1999 IPO without disclosing to investors that some of the underwriters in the offering, including the lead underwriters, had solicited and received excessive and undisclosed commissions from certain investors. Specifically, the complaint alleges that in exchange for the excessive commissions, defendants allocated Hackoff.com shares to customers at the IPO price.
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To receive the allocations (i.e., the ability to purchase shares) at the IPO price, the underwriters' brokerage customers had to agree to purchase additional shares in the aftermarket at progressively higher prices. The requirement that customers make additional purchases at progressively higher prices as the price of Hackoff.com stock rocketed upward (a practice known on Wall Street as "laddering") was intended to (and did) drive Hackoff.com’s share price up to artificially high levels. This artificial price inflation enabled both the underwriters and their customers to reap enormous profits by buying stock at the IPO price and then selling it later for a profit at inflated aftermarket prices. For additional information, contact: Grant & Gilding, LLP through its Client Relations Department: Mary Forn, Joseph Archer, or Millicent Monroe by Mail: P.O. Box 78659, New York, NY 10001-8659 by Phone: 1-888-555-8098 (toll free) or by Email:
[email protected]
# Larry reads this on his computer and summons Donna and Aaron Smyth, hackoff’s chief counsel, to his office. “What the fuck is going on here?” he asks without sitting down. “Donna, why the fuck is your husband suing us? Aaron, what the fuck is this?” “I don’t know what you’re talking about,” says Donna. “Stop raving.” Aaron scans the news release on Larry’s screen. “I’ve been wondering when our turn would come,” says Aaron. “They’ve been suing everybody who’s done an IPO in the last two years.” “What? Who?” says Larry. “What the fuck did we do? This is Donna’s husband’s firm.” “This is what they do for a living,” says Aaron. “I’m sure Francis isn’t involved; he couldn’t be. He’d have to recuse himself. I’m sure if there aren’t other firms suing us already there will be soon.” He does a search on Larry’s computer. “See, here are two more. And there’ll be others.” “Aaron, what’s this about?” asks Donna. “Why don’t you ask your husband?” asks Larry. “Maybe when he kisses you good-bye in the morning he mentions he’s gonna sue your ass today. That would be only polite.” “Shut up, Larry. Aaron, what is this?” “I probably should have warned you about this,” says Aaron. Larry explodes. “You knew this was gonna happen and you didn’t tell us?” “I didn’t know. But I thought it might.” “Why don’t you tell us what IT is?” says Donna quietly.
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Aaron explains: “All of the class-action firms are suing every company — almost every company — that went public in the last year or so. I’m surprised they didn’t get to us sooner.” “Have we been served with anything?” asks Larry. He is grim but calm now. “No,” says Aaron. “It would come to me. They’re just filing a press release in order to get clients for the suit.” “Is that legal?” asks Larry. “Of course; it’s how the class action bar works,” says Aaron. “The firms see an opportunity; they file suit; then they try to attract clients.” “There doesn’t have to be a plaintiff?” asks Larry. “Eventually,” says Aaron. “That’s why they put out the press release.” “Okay, okay. That’s all bullshit legal procedure anyway,” says Larry. “What the fuck are they suing us for?” “Because that’s where the money is,” says Aaron. “Yeah, I understand that,” says Larry. “I know they want sue all the deep pockets they can find. No use suing poor people. But WHAT THE FUCK ARE THEY SAYING WE DID? We didn’t pay any secret commissions to anyone.” “That’s not what they’re saying,” says Aaron. “They’re saying that the customers of the banks, the investment firms, paid secret commissions.” “So what? So sue Barcourt, I don’t care. Sue Fidelity; sue Semper. I don’t know what those guys are up to. Why are they suing us?” “Fortunately this is a privileged conversation,” says Aaron, “since you’re having it with your lawyer. You don’t want to be saying those things just anywhere.” “What do you mean?” asks Larry. “I don’t know what the banks and their clients are up to. Wouldn’t put anything past them. Why’s that my problem? Why are Donna and I being sued?” “Strict liability,” says Aaron. “You and Donna signed the prospectus, right?” “Yeah, so?” asks Larry. “The prospectus says that they got a seven percent commission, right?” “Yeah, what is this — twenty questions? WHAT ARE THEY SAYING WE DID?” “The complaint alleges that they got EXTRA commissions from their institutional clients. The extra commissions were in the form of a promise to buy more stock after the IPO and force the price up. You said they only got seven percent. The complaint about you and Donna is that you didn’t reveal in the prospectus that they actually got more.” “How were we going to ‘reveal’ they got more when we didn’t know it?” asks Larry. “If they were sneaking around behind our backs getting extra commissions, how are we supposed to know? Maybe they did. Wouldn’t put it past them.” “I wish you’d stop saying that,” says Aaron. “Under strict liability you had an obligation to know the facts before you signed the prospectus so you’re not off the hook just because you didn’t know. That’s not a defense when strict
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liability applies. And the courts have applied strict liability pretty consistently in cases like this.” “Is this criminal?” asks Larry grimly. “This is a civil case,” says Aaron. “I don’t think anyone wants to make it criminal. And strict liability is more a part of civil than criminal law. They just want your money.” “So, okay, ” says Larry, “let’s calm down and think this through.” “I am calm,” Aaron points out. Donna says nothing. “If these guys lied to us and got us in trouble and it’s a civil case, then we ought to be able to sue them for everything WE get sued for, plus more for our trouble. PLUS if they stole extra commissions, they were stealing from the company AND from me and Donna as shareholders. So we ought to be on the OTHER side of this suit.” “I have bad news,” says Aaron. “I’d have to check, but I think the underwriting contract with them says that WE hold THEM harmless and indemnify them for any trouble they get into under the contract.” “What?” says Larry. “We signed that? No-fucking-way!” “You signed it,” says Aaron. “You didn’t tell me not to,” says Larry. “What kind of shit is this? We signed a contract that says they can steal and we get nailed? I don’t fucking believe it.” “I don’t think the courts would let them enforce that against us,” says Aaron. “It’s not that bad. But it can make it very hard for us to collect any damages from them.” “Call them and tell them we’re suing them,” says Larry. “Do it right now. Tell these fuckers that they lied to us and they have hurt our shareholders and we’re gonna sue their asses. Tell them we’re gonna join the other side of the class action.” “Why are we doing this?” asks Aaron. “Because we want them to agree right away to waive that bullshit about us indemnifying them and to agree that every fucking cent of damages comes from them and not from us. That we’re not gonna stand for this bullshit.” “I’ll ask them about indemnification but I don’t think this is going to be a big deal. That’s why I’m not all that upset about it.” “Seems like a big-fucking-deal to me,” says Larry. “What do you mean it isn’t a big deal? Look, I know how to handle them. They’re a bunch of crooks and they’re trying to pull us in. In criminal court, they’d know we were gonna turn state’s evidence and cop a plea. They wouldn’t try to screw us unless they were gonna shoot us if we talk or something. And those pussies aren’t gonna shoot anyone. So we tell them we’re turning them in.” “Do you have evidence that they did these things?” asks Aaron. “Wait, I’m not sure I want to know that. Don’t answer.” “I already told you I don’t know what the fuck they did. But these lawyers who’re suing them don’t know anything either and that doesn’t stop them. Why should it stop us? And they don’t know what we know and don’t know. They
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probably don’t even know whether some of their salesmen did this shit or not. Probably some did, but who knows? All I want is for them to do what’s right and agree to indemnify us. So call them.” “Larry, I think I should call the D&O carrier first,” says Aaron. The “D&O carrier” is the insurance company which has underwritten the company’s Directors and Officers Insurance, the policy which protects against shareholder suits. “Are we covered for shareholder suits under D&O?” asks Donna. “Should be,” says Aaron. “That’s why I don’t think it’s such a big deal.” “Are we covered as individuals?” asks Larry. “Is this really something we just let them worry about?” “Well,” says Aaron. “There could be a public policy question of whether individual officers should be reimbursed…” “Then we’re not covered,” says Larry. “I said ‘could be’. I don’t think there will be. But there is also a retainage — really a deductible — so it costs the company something. And there is a limit to our coverage.” “How much?” asks Larry. “What’s the deductible? What’s the limit? Are you through with the bad news on our so-called coverage?” “I think the retainage is 600K,” says Aaron. “I’ll have to look at the policy. And I think the limit is twenty million per incident…” “It is,” says Donna, “any more would’ve cost more and we’re paying almost half a million a year for coverage as it is. And there IS more bad news. We file a claim, we watch the premium go up. This is insurance.” “Twenty million per incident total?” asks Larry. “Or twenty million for each of us and another twenty million for the company?” “Have to look at the policy,” says Aaron. “But I still wouldn’t worry.” “You wouldn’t worry because you’re not being sued,” says Larry. “Come to think of it, why aren’t you being sued? You signed the fucking prospectus too.” “Professional courtesy,” says Donna. “Lawyers don’t sue lawyers.” “My signature was in my capacity as secretary,” says Aaron, ignoring Donna. “I wasn’t certifying that the prospectus is correct, only that it had been properly okayed by the Board. You know,” he continues, “I bet the only reason you guys were named is to make sure the D&O carriers are fully on the hook. You guys don’t have deep pockets — deeper than you had but not that deep — like the bankers. But D&O carriers always settle, so why not sue you and collect from them?” “They ALWAYS settle?” asks Larry. “Doesn’t make sense. I got a friend used to be a district attorney. Then he got a job advising car dealers. Told’em ‘Never settle. You settle you’re gonna be a mark for whoever comes along.’ So these guys are pros; how can they always settle? They got our premiums. Why do they wanna pay out any claims?” “They always settle,” repeats Aaron. “They settle and then they raise your rates. You’re right: the more they settle, the more cases the class action bar brings. But the more cases there are, the more they raise rates. So every year
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there’s more money flowing through the class action system and a fair share of it sticks to the hands of the D&O carriers.” “Bullshit,” says Larry. “I don’t mean ‘bullshit, you’re wrong’; you’re probably right. I mean are we supposed to put up with this bullshit? We won’t let’em settle; we’ll fight.” “No you won’t,” says Aaron. “Whaddaya mean? Of course I will. You ever know me to duck a fight?” “You won’t fight this one. They wanna settle, and if you don’t settle, they’re off the hook and it’s all your case. You pay damages. You pay for the rest of the defense. You know your pockets ARE a lot deeper than they were before the secondary. You wanna give all that back?” “Just because I got some money doesn’t mean I’m gonna play defense all the time,” says Larry. “Go ahead and call the D&O carrier. Get that out of your system. Find out if they’re going to claim it’s ‘poor public policy’ to protect Donna and me. And then don’t forget to call fucking Barcourt and tell them unless they waive that indemnity crap we’re going over to the other side of the suit. We’ll help the sharks eat ‘em.” Immediately after leaving Larry’s office, Donna calls her husband, Francis, on his cell phone. “Hi, babe,” he answers in a whisper. “I’m in a meeting. Can I call you back?” “You said you were going to keep us out of this fucking class action thing,” says Donna. “You said—” “Just a minute, please,” Francis Langhorne says to the phone in a very cheerful voice. “Got to step out a minute,” he says to his colleagues in the meeting. He goes into the men’s room down the hall, doubles over to check whether there are feet in any of the stalls, then unmutes the cell phone. “I’m sorry; I can talk now.” “You said you were gonna keep us out of this fucking class action thing,” Donna repeats, more loudly than before. “You said—” “I never said that, babe. I can’t keep people from suing you. I said I would try to keep Grant and—” “Well you sure didn’t keep Grant and his fucking geldings from suing us,” says Donna. “You didn’t even do that. And I got named personally.” “I tried,” he interrupts. “I tried, but it was getting too obvious. Of course I had to recuse myself from the case and some of the other attorneys were beginning to suggest that I recuse myself from all discussion.” “Well you just recused yourself from a hell of a lot more than that,” says Donna and hangs up. Francis pushes the button to return the call from his cell phone but gets Donna’s voice mail when she looks at his caller ID and doesn’t answer. “Look, babe,” he says to the voice mail. “It was unavoidable. I tried to warn you but…” Just then a burly man in a bedraggled jacket comes into the men’s room, positions himself in front of the urinal, and begins to piss powerfully. “How’re they hanging, Francis?” he asks.
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Francis closes the cell phone. “This IPO class action could be what we all retire on.” “It’s gonna take a long time,” says the burly man, still pissing. “I’ve been taking depositions from bankers for the last two hours. Didn’t want to piss ‘cause they had to, so better to let ’em suffer. Gave ‘em plenty of coffee and ‘erb tea and shit while they were waiting. Probably pissed in their pants. But it’s gonna take a long time, and then we’ll probably end up with a mediocre settlement. The whole Street’s gonna be against us. They got a lot to lose. And the law isn’t clear. AND we got the wrong judge. So don’t go spendin’ your retirement money yet, is my advice to you. Don’t go buy no big baubles for that pretty woman of yours yet.” “It’s gotta be the biggest prize of all time,” says Francis. “Every fucking IPO when there were more IPOs than ever were before. And you know they were doing it; you know they were laddering the stock.” “Knowin’ it and provin’ it are two different things,” says the burly man, shaking his penis vigorously. A few drops fall on his shoes. “And we don’t have a good judge; luck of the drawer but that hurts.” He zips himself back up most of the way. “You’re the litigator,” says Francis. “You should know. I won’t argue judges or proofs with you. But I might have an idea how we get some proof — real proof.” “You have an idea, let me know,” says the burly litigator, his fly still not quite closed. Francis holds the door for the burly man and follows him out of the men’s room. “You may hear from me,” he says. “Keep fighting the good fight.” The burly man grunts and lumbers down the hall. When Francis gets home much later that evening, the combination has been changed on the electronics that open the front door of the Langhorne’s brownstone. Music can be heard from inside and he rings the doorbell. No answer. He rings again. The music gets louder. He rings a third time. The music gets louder still. There are some sounds of motion inside but nothing near the door. Francis takes a Tiffany’s box with a bow out of his pocket. He circles his cell phone number on the card, pushes the card under the bow, and pushes the package with the card and bow through the mail slot. Then he straightens up and walks away down the street. Half an hour later Francis’ cell phone rings. “I love you, babe,” he says quickly. “Bullshit,” says Donna. “You humiliated me. That prick Larry … I was completely blindsided.” “I warned you,” says Francis. “I’m very, very sorry. I did my best to keep hackoff out of it and then to keep you from being named. I couldn’t swing it. But I did warn you…” “When did you warn me?” “Did you check voice mail on your cell phone from this morning?” “I don’t know. Maybe. I’m not sure. There’s so much crap on there.”
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“Well, check it,” says Francis. “I did warn you. It was the least I could do. Did you get the box at the front door?” “Oh, was that from you?” Donna asks sarcastically. “Lovely. Least you could do after humiliating me. Not enough, though.” “You did call.” “The rock got my attention. This still sucks, you know. You’re still recused.” “This might not be as bad as you think.” “It might be a lot worse than YOU think. I do a fucking IPO. I put up with all Larry’s bullshit. I do a secondary. Listen to him make the same dumb pitch another hundred times. We get some money — a down payment on what we should get. And now I’m being sued? And by my husband’s firm? It’s pretty bad.” “Look, I’m really sorry Grant & Gilding is suing hackoff. And I’m really sorry you got blindsided. I did try to tell you. But you know that doesn’t really matter as far as the suit is concerned. I mean, these suits are out there and ten other firms are gonna sue you if they haven’t already, and it doesn’t matter what Grant & Gilding does. All these cases are gonna get consolidated and you’ll be in the same place whether G&G sued or not. And you aren’t gonna get hurt — WE aren’t gonna get hurt personally. You got D&O insurance. You’re covered. The big money’s gonna come from the banks who underwrote the deals anyway.” “And you’ll get your share of that,” says Donna sounding angry again. “I build a company. I create value, wealth. Then the fucking blood-suckers come and take it back out. And damned if my husband’s not one of them…” “Calm down. Please, calm down,” says Francis. “Trust me, other than some pain in the ass time-wasting stuff, you’re gonna be okay personally. I don’t think there’s gonna be anything your D&O can’t handle. There actually may be a way we can be more than all right.” “What’s that?” “Remember how helpful you were with Big Router?” asks Francis. “Same sort of thing but different. Can I come home and talk about it? I’m standing on the street corner.” “Maybe the door’ll be open, maybe it won’t. One question, though.” “Yes, babe?” “Did you buy the rock because you knew the door’d be locked?” “Privileged information,” says Francis. “See ya,” says Donna. # “You talk to the D&O people and Barcourt?” Larry asks Aaron Smyth the next morning. Donna is in Larry’s office as well. “Yes.”
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“And?” “Pretty much what I thought,” says Aaron. “The D&O people are picking up responsibility for now. They’ve given us a list of law firms to choose from to represent us. They weren’t surprised; they got plenty of these.” “So they’re committed to covering us?” asks Larry. “I think ‘committed’ is a little strong. They never commit to anything. But they are stepping up to the plate for now.” “And Barcourt?” asks Larry. “They waive this bullshit about being reimbursed by us when they get their asses sued for whatever it was they did?” “Not exactly.” “What does ‘not exactly’ mean? In case you didn’t notice, this is real life and not a fucking Hertz commercial.” ”They didn’t assert a claim against us,” says Aaron. “They didn’t ask us to defend them.” “Did you ask them to waive the claim against us? You tell them we’re goin’ over to the other side if they don’t?” demands Larry. “No, I didn’t. I can if you still want me to, but I don’t think we should.” “Why? Why the fuck shouldn’t we get’em to waive this claim once and for all?” “Because they won’t,” says Aaron. “I could bring it up, but they won’t. And I don’t think we want to force them into choosing right now. Might force them to file something just to keep their options open. Way it is now when they haven’t asserted a claim their case for doing so gets weaker every day. And the plaintiff’s are gonna fight the bankers tooth and nail if they try to get the companies to reimburse, because the companies’ pockets aren’t deep enough.” “I say leave it alone for now,” Donna interjects. “Aaron is right.” “Since when are you a lawyer?” asks Larry. “This advice from your husband who’s suing us?” “Of course not,” says Donna. “He’s recused himself. He has nothing to do with this. And there are probably ten other firms that, if they haven’t sued us already, are going to, whether or not Grant & Gilding did.” “So what makes you think Aaron’s right. That we shouldn’t tell these bastards we’re going over to the other side unless they waive their claim against us?” “You gonna sign something that says you’re NOT going over to the other side if they waive their claim?” asks Donna. “What would that look like? A piece of paper says I’ll perjure myself for you guys if I have to? Besides, maybe we want to go over to the other side later. Maybe that’s where the money is.” “You’re making more sense than Aaron on this,” Larry concedes. “You sure you haven’t been talking to your husband?” “I never talk to my husband, Lar. Against my principles.” “Okay, we’ll be pussies for now,” Larry decides. “We won’t say anything nasty. But if they say one fucking word about being reimbursed by us, we’re all over them like flies on shit.” “Then we should talk,” says Aaron.
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“Then we’re all over them,” repeats Larry. “Nothing to talk about. Pisses me off to lay low now, Aaron. If they attack it’s all over.” # It’s June 7, 2000. The NASDAQ seems to have stabilized around 3800 after being below 3200 in May. Brave investors are tiptoeing back into the market. The price of hackoff.com has also stabilized in the low sixties. This is less than forty percent of its all-time high, and a third down from the price of the secondary. But the price decline is no worse than most of the stocks that went public the year before. However, antihack is only down twenty percent from the price of its secondary. Larry Lazard is presiding over a staff meeting in his office. He sits at the middle of his conference table looking out towards the East River. The day is clear, but the morning sun is red as the light fights through the haze of Brooklyn. At table with Larry are Donna Langhorne, Dom Montain, Frank Folger, Aaron Smyth, and Eve Gross. Technically, Eve is not one of Larry’s direct-reports because she reports to Frank, but Larry said he wants her at this meeting. “The main reason for this meeting,” says Larry, “is to figure out what to do to get the stock back up again.” “What makes you think it can go up at all?” asks Donna. “Maybe we’re lucky if it doesn’t go down further.” Larry says: “The market panicked. That wasn’t our fault. We got punished for it along with everybody else. A little worse than it had to be because Barcourt did a shitty job supporting us — something that you and I, Donna, still have to work on. There’s no fucking reason why we should do worse than those assholes at antihack.” “Right. They didn’t position as ‘e-commerce squared’,” says Donna. “Cubed!” says Larry. “We’re ‘e-commerce CUBED’.” “Even worse,” says Donna. “That positioning is asking to get whacked and we did. Your logic was that when e-commerce goes up, we should go up exponentially. That was fine when e-commerce was going up. When it goes DOWN, we go down exponentially. Surprising we didn’t get hit worse.” “Donna, we’ve been over this a million times,” says Larry. “That positioning got us to the party. It got us public. It got us through the secondary. Sure, it hurt when the market panicked; I’m not being defensive about that. Now that the market is coming back, it’ll help again.” “Who says the market is coming back?” “Higher prices. Cash inflow into mutual funds. There are lots of signs. And e-commerce never really went away. It’s continued to grow. Sure, some of the flakier companies that never had a chance are gone, but that just leaves more room for the winners to grow.”
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“Some of those ‘flakier companies’ were our customers,” says Donna. “Even some of the wannabes that we booked last quarter are gone now, and we have to write them off this quarter. That’s not going to help.” “Good. It’s time we started talking about this quarter,” says Larry. “Donna’s being a pain in the ass but she’s right that we have to show results if we’re going to get our share of the money that’s coming back into the market. It should certainly help that we show steady growth in operating profit. Even better if we showed sharp growth. Frank, what’s the chance of beating our goals for the quarter? What do we have to do to come in higher than we planned?” “I don’t think there’s anything we can do to beat our numbers,” says Frank. He doesn’t look up as he talks. “What do you mean?” asks Larry. “If we’re going to make our numbers there must be something extra we can do to beat them. We have most of a month left in the quarter.” “We’re going to have a hard time making the numbers, boss,” says Frank. He still hasn’t looked up. “What the fuck do you mean?” Larry’s voice is sharper. “Two weeks ago you said we had it made. Now you’re telling me we can’t make our numbers?” “The deals aren’t closing,” says Frank. “It’s a different world out there. We really had to start the funnel over this quarter. You know we drained it last quarter.” “Don’t give me that shit. You knew about the end of last quarter when you told me two weeks ago that we’re solid. What the fuck’s going on?” “Are you gonna let me tell you, boss?” asks Frank. “Go ahead. But make sure you end with how we make the numbers. I’ll listen to the excuses, but just so I can understand what you’re gonna do to make the numbers for this quarter.” “We started with the funnel empty,” says Frank. “We decided to do that because we needed to make the numbers last quarter…” “You already said that,” says Larry. “You knew the funnel was empty when you made your forecast. You must’ve thought you had some way to deal with it. Damn it, you gave me numbers and now you say that you’re not going to make them.” “The numbers for this quarter are the same numbers we set for a goal way back at the beginning of the year. We didn’t revise them down when we pulled everything we could into the last quarter.” “You COULD have revised them down,” says Larry. “You just didn’t. I assumed that meant you had confidence that you could make your numbers.” “I tried to tell you, boss. You didn’t want to LISTEN. You said sales had to grow quarter over quarter.” “You didn’t try to tell me anything. Yeah, you tried to get quotas reduced so you guys could make more money, but you always do that. You told me two weeks ago we were going to make the fucking numbers. Now you’re telling me you won’t! What the fuck changed?”
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“We’re NOT CLOSING DEALS,” says Frank. “Deals that I thought would close — deals that would’ve closed last quarter, that certainly would’ve closed last year — they’re just not closing.” “Why?” “I don’t know. Different reasons.” “For example?” “A lot of customers say there’s just no time to make the the decision. Some have been laying people off because they can’t do IPOs or secondaries in this market and they’re running short of cash. So sometimes the guy we’ve been dealing with isn’t there anymore and we have to start over with someone new. And some don’t want to pay the price. If it’s a cash deal, they don’t want to pay the cash. The equity deals are getting hard because a lot of them are in tough negotiations with their VCs over another round of financing and they can’t issue any new stock. And finance isn’t helping by taking forever to approve any equity—” “Frank, don’t try blaming finance,” says Donna. “You’re bringing us shit and we’re not gonna let you book it. You bring us good stuff, we’ll accept it.” “Two deals got turned down yesterday that were just like the ones we booked last quarter,” argues Frank. “We warned you last quarter that booking those wannabes with no money and no financing wasn’t gonna happen this quarter. We’re already writing off some of that crap we let you book last quarter.” “Well, the sales guys aren’t getting a clear message,” says Frank. “They don’t know what they can book so they waste a lot of their time.” “You didn’t GIVE them a clear message.” “We don’t have time for this fucking bickering,” Larry interjects. “We gotta figure out how we get a decent quarter out of this. Frank, I asked you how do we recover?” “Well, if the problem is that we’re not closing sales, then we gotta do things that make our customers want to close as much as we do.” “Here we go again,” says Donna to Dom, but loud enough for everybody to hear. “Let him talk,” says Larry to Donna. “Frank, how do we make ’em want to close?” “I think same as we did before works, boss. We give ’em a price break that depends on closing before the end of the quarter. We cut ’em some slack on valuing their equity. And maybe we do something for the salespeople to keep their heads in the game.” “I don’t fucking believe it,” says Donna. “Larry, how can you be listening to this? It’s the same old crap he gave us last quarter. Including the fucking extra comp for sales guys who aren’t doing enough to earn their REGULAR comp.” “It worked last quarter,” says Frank, his eyes on Larry. “You know sometimes we have to do what we don’t wanna do if we’re gonna win. We wanna win, boss, we do.”
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“It dug us a hole last quarter,” says Donna. “It dug us a hole and now we can’t get out of it this quarter so he wants to dig it deeper.” “If we do all this,” says Larry, “what do we get in sales for the quarter?” “I can’t give you a number,” says Frank. “What’re we looking at if we don’t change anything?” Larry asks. “Looks to me like sales’ll be about flat with last quarter, about fifteen mil,” says Frank. “That’s pretty good considering we pulled everything into the first quarter we could.” “That’s pretty shitty considering the forecast is NINETEEN mil,” says Donna. “And considering we need at least 17.5 mil for operating break-even that’s really pretty shitty. Not to mention you’ve got five more feet on the street this quarter.” “Wait a minute,” says Larry. “Last quarter we had an operating profit with FIFTEEN mil of revenue. I know we added some people, but how did expenses get to where we need 17.5 for break-even now? How come I don’t find these things out until it’s almost too fucking late to do anything about them?” Donna says: “Because sometimes, Larry, you don’t listen. You approved the extra people. By the end of the quarter we’ll have about 165 heads, thirty more than we had at the end of the last quarter. All kinds of insurance went up, especially D&O because of the class actions. We’ve been advertising more; we have a lot of trade shows in the second quarter. Won’t happen in the summer, but it’s happening now. We’re paying lawyers even more than we budgeted…” “We already budgeted an increase,” says Larry. “We paid a fucking fortune to lawyers for the secondary last quarter. How can we be spending even more than this quarter?” This question is aimed at Aaron. “We pay now or we pay later,” he says. “You want to sue customers that didn’t pay us. Suits cost money. They counter-sue, we gotta defend. That costs money. You don’t want to settle the ‘wrongful termination suits’…” “Fuckin’ ‘a’,” says Larry. “We fire someone because he or she or it is fucking incompetent or lazy and then we’re supposed to pay a penalty because they’re old or black or gay or young or purple? Not gonna happen. We fight.” “Yeah,” says Aaron, “I understand how you feel, but fighting shows up in legal bills. We didn’t budget for this much fighting or this much suing deadbeats. And we have to defend ourselves on the class actions…” “I thought the D&O insurance takes care of that. Donna just said the premium went up because of all this class action shit.” “It should mainly,” says Aaron, “but there’s still the deductible. Obviously, that gets spent up front so we have to expense most of that this quarter when we spend it.” “Okay,” says Larry, “anyone else got anymore bad news? Dom, how’s the new release coming?” “So,” says Dom, “we’re almost on schedule.” “What the fuck does ‘almost on schedule’ mean?” “I think we’ll be about a month behind.”
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“You think? You THINK? You managing this project or are you just ‘thinking’ about it? Why are we behind?” “You added new features,” says Dom flatly. “They took time.” “You didn’t tell me we were going to slip when you added them. You said ‘no problem, Lar, we’ll get them in.’ Now you’re using that as a bullshit excuse. I don’t buy it. And we needed those features — antihack says they’re gonna have them.” “I didn’t say they wouldn’t add time to the schedule. Feature creep always adds time. They took longer than I thought, partly because I’m down two people. One cashed in his options and is going wind-surfing forever in the canyon in Oregon where all the Microsoft guys go. The other just retired in place when he got rich. I had to fire him. Maybe we can catch up some when we replace them.” “IF we replace them,” says Donna. “What do you mean ‘IF’?” ask Larry and Dom simultaneously. “You guys been listening? WE’RE NOT MAKING OUR NUMBERS. Our headcount’s already up from where we were last quarter and we’re lucky if we get the same revenue we had then. We can’t just keep piling on expense.” “We gotta grow,” says Larry. “That’s what Internet companies do. The Street’ll shit if we start shrinking. We’re not AT&T; we can’t cut our way to glory.” “And we gotta have developers to do new stuff if we’re gonna grow,” says Dom. “I mean guys quit and I need more heads, not less if we’re gonna keep up.” “This new release — how’s it gonna make us money?” asks Donna. “We gotta have it,” interjects Frank Folger. “It’s hurting us not to have the features antihack has. People are already expecting it.” “Does antihack really have the new features?” Donna asks. “They’ve announced ‘em,” says Frank. “We announced ‘em, too,” says Donna. “Larry talked about them at them at Internet World. We’ve got lots of slides.” “I can’t sell slides,” says Frank. “You’re not selling much of anything, right now,” says Donna. “All antihack has is slides. No one’s got this ‘heuristic hacker hunter’ stuff or whatever it’s called. It’s vapor-ware, Frank. Customers can’t get it anywhere so it doesn’t matter if we have it or not.” “I’ve got lots of email from our existing customers,” says Frank. “They really need Triple-H technology.” “Right,” says Dom. “They gotta have it. My panel at Internet World — that’s all anyone was talking about it.” “We don’t charge for upgrades,” says Donna. “Remember? We get the chunk of equity up front and then we’re their partners and we give ‘em updates forever. They pay cash, we charge ‘em the big bucks up front and they’re set for life or something.” “Yeah,” says Larry. “That’s our business model. So?”
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“So it doesn’t matter what the existing customers want. They already bought and they’re not going to give us any more money. And no one has this Three-H stuff, whatever it is, so it’s not hurting us in the marketplace that we don’t have it. We can’t just keep spending money and then spending more money. When the market was going straight up, it didn’t matter. The value of our portfolio went up and we were okay.” “Yeah,” says Larry. “That was the plan. The appreciation in the portfolio pays for the innovation we do plus some more. So?” “So, maybe you’ve noticed — THE PORTFOLIO ISN’T APPRECIATING. It’s losing value. We can’t just keep spending more.” “When we have the new features, we’ll sell more,” says Dom. “Then it’ll be good those assholes at antihack don’t have it. Companies need Triple-H technology, they come to hackoff. That matters. That’s why I’ve got to get the people to get it done.” “I don’t believe this,” says Donna. “We say we’re going to have this. Customers KNOW they’ll get the upgrade free. But we’re not closing sales. Listen to Frank.” “It’s not the same as really having it,” says Frank. “Just saying we’re going to have it.” “Anyone put off buying until we have Three-H?” asks Donna. “I’m sure there are,” says Frank. “Who? You didn’t give this as one of the reasons you aren’t closing sales. This is bullshit. I’m not gonna sit here and watch us spend ourselves into a hole because YOU wanna have the coolest technology on the block. We gotta GROW UP!” “I’ll have to get back to you on who,” mumbles Frank. No one seems to hear him. “I have an idea,” says Dom. “I think Donna’s right, but I have an idea.” Larry is staring straight ahead and doesn’t appear to hear anyone. “What’s your idea, Dom?” asks Donna when no one else responds. “I think we need a new product. If we had a new product, we could sell it to the old customers.” “That would help,” says Frank. “How the fuck we gonna do that?” asks Larry. “Dom, you can’t even stay on schedule for the upgrades we need to the product we got. Frank, you can’t sell one product; how’re you gonna sell two? Are you gonna tell me you need more salesmen like Dom’s about to tell me, ‘No problem, Lar. I can do two products. Just need some more developers.’ What’re you guys smoking? We gotta execute on what we’ve got on our plate, that’s all.” Donna looks at Dom and smiles for the first time in the meeting. “That does make some sense, Dom. You been going to business school mornings when we think you’re sleeping late? It’s not rocket science to try to get some more money out of the customers we’ve already got.” “If we have to have a shitty quarter,” says Larry, thoughtfully, “then it would be good to have something new to announce. Something to keep the Street’s faith in us. Dom, how long’ll a new product take?”
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“Depends what it is. I mean we don’t know what it is. How am I gonna tell you how long it’s gonna take? Then, if I’m wrong, you shit all over me. Maybe we should do some work, put together some ideas, test them out on customers, then have another meeting and decide what the product is. Then I’ll give you an estimate.” “I think you HAVE been sneaking out going to business school in the mornings,” says Larry. “Something is making your head soft. I don’t expect that business school bullshit from you. You think this is a case study? Neat little binder says ‘Decisions made at hackoff.com’; has all the relevant facts nicely laid out; we study it; we role play; we do a fucking regression analysis on all this nice data we just happen to have; we have lots of meetings; then we make a scientific decision and we get an A in the course unless our spreadsheets aren’t pretty enough. “The real world doesn’t work that way. We’re in this meeting here now with all the data we have and none of the data we don’t have. We don’t know what’s relevant and what’s not. Our portfolio value’s going down. We know it’ll come up again but we don’t know when. Frank doesn’t know why his salesmen aren’t selling anything. Aaron doesn’t know how much more the fucking lawyers are gonna cost us or who’s gonna sue our asses next. Donna doesn’t know who’s gonna pay their bills and how much the next D&O insurance premium is gonna be. You don’t know when the enhancements to the product we got’re gonna be done. And you wanna do a new product?” “But, Lar,” says Dom, “that’s why I wanna take some time. That’s why we gotta study this. Define the product. Maybe get some estimates from Frank of what he can sell. Talk to the customers…” “There’s no time,” says Larry. “It’s almost the end of the quarter. In this meeting we gotta figure out how to get positive operating earnings for the quarter and — if there’s gonna be a new product for me to announce — what it is.” “Larry,” says Donna. “I don’t think you hear us. There aren’t going to be positive earnings for the quarter, not with what Frank is projecting for sales.” “All the more reason to have a new product to announce. But I’m not giving up on the earnings. As much as I hate the idea, we’re gonna run another fucking sale like we did last quarter. Frank, you tell anyone it’s a sale this time and I personally cut your nuts off.” “Got it, boss. Same extra incentives for the sales people?” “No,” says Larry. “Something different.” “You want me to get you some suggestions on that?” asks Frank. “No. I know what I want to do on that. Lowest three salespeople on percentage of quota are fired.” “Smartest thing anyone’s said all day,” says Donna. “I think this may have unintended consequences,” says Frank. “I don’t advise it.” “Your discretion,” says Larry. “You can fire more if you want to.” “Or fewer?” asks Frank. “Which part of ‘more’ don’t you understand?”
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“What if they all make quota?” asks Frank. “Wouldn’t be right to fire them then.” “If they all make quota; we sell nineteen mil; we don’t have a problem. Then you don’t have to fire anyone. You just said we’re on track for fifteen mil. That means they don’t all make quota.” “I think ... we should adjust some of the quotas,” says Frank slowly. “Doesn’t motivate people to go after a number they can’t make.” “The ones who can’t make their numbers get fired,” Larry repeats. “At least the low three. You could easily talk me into more. Next subject: hiring freeze. No one new gets hired. Start looking at low performers everywhere; they get fired.” “We have to give them warning,” says Aaron. “We can’t just fire people for cause with no warning or we’ll spend even more on lawsuits. I suggest a layoff. Not our fault we didn’t know we wouldn’t be selling as much. It’s okay to lay people off so long as it’s not discriminatory. Easiest we start with the people with the least seniority.” “No,” says Larry. “No what?” asks Aaron. “No fucking way,” says Larry. “I already said this isn’t AT&T; we don’t get rid of good people while we’ve still got bad people. I don’t care if it’s a layoff or firing so long as we get rid of the people who aren’t performing. Some of them have been here a long time like the guy Dom let go. Why can’t we have a nondiscriminatory firing of the worst performing people? It’s not age. Not color. Not sexual-fucking-orientation. It’s whether they do their job well or not.” “We have no documentation,” says Aaron. “People have been too busy to do performance reviews, so we haven’t documented who we thought wasn’t doing a good job. And, since we didn’t do the reviews, we haven’t warned people either, so we can’t fire them for cause unless they’re stealing or something.” “How did Dom get rid of the guy retired at his desk?” “We bought him off with three months severance and an extended period on his options,” says Donna. “We could do that with more people if we have to.” “That’s not gonna help this quarter,” says Larry. “Nothing you do with people’s going to help this quarter. It’s almost over. Might help by fourth quarter if we get started right away.” “Why doesn’t it help the third quarter?” “If we move quickly,” says Donna, “we pay severance. Even if we move slowly, we pay severance, just less. Got to expense the severance, all of it, in the quarter we incur the obligation, not when we pay out the money. If you fire someone today and give them six months severance, you expense the whole six months right now in the second quarter.” “Jesus,” says Larry. “Okay. Don’t fire anyone else with severance this quarter. But everyone’s gotta start reviewing so we can get rid of people who aren’t pulling their weight next quarter without paying blackmail.” “That’s not a bad idea, Lar,” says Donna. “We shoulda been doing it all along but gotta start sometime. Street might not mind a big lump of severance
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next quarter. Makes clear expenses are going to be lower going forward. But they aren’t going to like THIS quarter, that’s for damn sure.” “I don’t see the Street liking us shrinking,” says Larry. “They bought us because we grow. I don’t want to start on the reviewing until after this quarter is over. I want everybody full speed on making it the best quarter it can be. We gotta pull it out. Time enough to start the reviewing next quarter — July 1, especially if we don’t pull out an operating profit.” “Not going to be a good quarter, Larry.” “I’m not giving up. I really don’t want to report a down quarter or negative earnings from operations. The stock’ll crater.” “Be realistic.” “I AM realistic. People have to work harder. Make things happen. If I wasn’t realistic I wouldn’t have okayed the fucking end-of-quarter sale. Okay: next subject. New product. Dom, you figure it out yet?” “I’ve been thinking,” says Dom. “While you were talking about all that other stuff, I’ve been thinking…” “We can tell,” says Donna. “What do you mean?” “You were a thousand miles away. Didn’t say anything about the hiring freeze. Didn’t hear when we talked about the guy you let go. You were somewhere else. What did you bring back?” “So,” says Dom, “we’ve been selling software.” “Yeah,” says Larry, “that’s what we do. Now you want us to sell hot dogs or dope or something?” “So I think we can get more recurring revenue if we sell service. At Microsoft we were always trying to—” “I don’t want to hear about fucking Microsoft again,” says Larry. “This is hackoff…” Dom shows no irritation. “Okay, I think we ought to sell a service based on our software. We want to get recurring revenue and people are used to paying only once for software — maybe buying an upgrade sometime in the future— but we’ve said upgrades’ll be free.” “What, exactly, would this service be?” Larry asks. “Monitoring sites against hacker attacks. Giving them real-time instead of just passive protection the way we do today. We set up a network control center — a NOC — and we monitor what happens to our customers’ firewalls and at the boundaries of their networks. If something is happening, we respond in real-time. We even counter-attack the attackers — shut them down.” “Can we do that?” Donna asks. “Sure. It’s like a war game only it’s real. We used to hack against each other at Caltech all the time. This has been going on ever since computers could communicate.” “I sort of like it,” says Larry. “I think you boys just want to play computer games. I’m not convinced. How much’ll it cost us to develop? How much can we charge for it? Will Frank’s guys be able to sell it any better than they sell what we have now?”
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“Hey, I can’t answer all that,” Dom objects. “I just thought of this.” “I have another question,” says Eve Gross, opening her mouth for the first time at this meeting. “How do we position this versus our current product? I mean, we’ve been telling people that we ARE protecting them. Now we say they need more protection.” “I don’t think that’s a big problem,” says Larry. “We are protecting them better than anyone else — especially antihack — can. But the world is getting more and more dangerous so we’re stepping up the level of protection.” “But,” says Eve, “we say that our customers who deploy our software correctly have never suffered from a serious breach. So what evidence is there that more is needed? Are we now going to say that they are in danger even if they have our software?” “I think we should be okay as long as we make the point that we are protecting them better than antihack is.” “I still think it de-positions our existing software product,” says Eve. “That may not be so bad,” says Donna. “We’re not making enough money from it. We’re committed to free upgrades forever. At least we can get new income from our customers with this. Maybe we don’t offer an equity deal on this at all. Use it to beef up cash.” “Can’t do that,” says Aaron, “unless we give all the equity back to the equity customers. Way it is now, we’re committed to offer them any new hackoff products on an equity basis. Since this is a service and not software, I don’t think there’s any question that it’s a new product and not an enhancement or upgrade that they’re entitled to free. But we still have to give them an equity option. There’s even stuff in our contract with them which says how much equity based on what they gave us initially and the ratio of cash price of the new product to the old.” “Do we get to step up the equity for those guys whose value has fallen out of bed?” asks Donna. “Don’t think so,” says Aaron. “We didn’t want it to work the other way so they could step down when the price goes up.” “We should give the equity back, then,” says Donna. “Otherwise the ones with worthless stock buy for equity and the ones with good stock buy for cash. We lose either way.” “No fucking way,” says Larry. “That’s not what we’re about. Maybe I can buy this new war game product Dom’s dreaming up. Best idea he’s had in a while. But we’re not changing our strategy as far as acquiring customer equity. That’s what differentiates us from those clowns at antihack.” “That’s not all that differentiates us,” says Dom loudly. “You’re all hung up on the financial stuff and forgetting the technology. We have a better product.” “You would say that,” says Frank. “It isn’t easy to make that point in the marketplace.” “That’s because you and your guys don’t know a hacker from a handball,” says Dom. “You don’t understand technology, so you can’t design solutions for customers. You can’t even speak intelligently about why our
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customers are safe and antihack’s are at risk. That’s why we’re not selling shit. All you and your guys know how to do is give stuff away. I—” “That’s enough, Dom,” says Larry. “We know we have better technology. We also have a better business model. You’re going to demonstrate this better technology by delivering a managed service within six months. When the stock market goes back up, people will know that our equity strategy is much better than pure cash. Meanwhile we get some repeat sales...” “I’m not sure…” says Frank. “I’m not sure either,” says Donna. “I’m not sure we should be spending cash on a new product. I’m not sure we should sell this service to anybody for equity. So far, it doesn’t matter if we take equity from someone with no cash because we have no significant incremental cost when we give out another copy of the software — except for the commissions. And you know what I think about that. If we’re selling a service, we spend money on people every month to deliver the service; and we don’t get in any cash from these guys who are paying us in equity. This is much more risky…” “Bots’ll provide most of the service,” says Dom. “Sure we have people in a NOC, you can take their picture and it looks good, but basically they’re waiting for the red lights to flash, which won’t happen very often. The bots are watching and, the way we’re designing this, they run mainly on the customers’ machines so we don’t have to buy much new hardware even when we get lots of managed service customers.” “Larry’s gonna say I sound like I’m still in B-School,” says Donna. “But I think we don’t know enough to make this decision. I think we’ve got facts we need to study and then we decide. I respect you Dom: I know you’re good. I know our software is better. But times have changed and we’ve got to think about this before we commit.” “You’re right, Donna,” says Larry. “You do sound like you did in BSchool. I thought you unlearned that bullshit about knowing all the facts—” “I didn’t say we need to know ALL the facts. I said there’s more we need to know before we turn from a software company to a service company. There’s more we’ve gotta think about in terms of how we get paid as a service company.” “Time for thinking is over,” says Larry. “We got to talk some more about how we make this quarter come out okay, but meanwhile we’re doing this managed service. Dom, we need a real schedule. Need to know what doesn’t get done if you’re doing this.” “I can get you the schedule. Nothing’s got to slip if I can get some more people.” “No more people. We have a hiring freeze. And this project isn’t gonna make us any money for a quarter or two. Can’t take more of a hit on the expense side to do it. So you gotta not do something else you were gonna do. What is it?” “There’s some stuff I can cut,” says Dom. “We can delay the Triple-H stuff…”
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“See?” says Frank. “See? Stuff we’re already using as a selling point, now we’re not gonna have it. What do you think that does to sales?” “Frank, stop whining,” says Larry. “Yeah, Dom, fine. Delay the Three-H stuff.” “I can fill my vacancies, right?” asks Dom. “Which part of ‘hiring freeze’ don’t you understand?” asks Larry. “I’m not asking for new hires. Just replacements. You want this out, I gotta have people.” “You want to do this, you do it with the people you have.” “Fine,” says Dom. “But it’s gonna take longer.” “Can’t take past six months.” “It might.” “You don’t even know what ‘it’ is yet. You just made the whole product up. Make sure there isn’t more ‘it’ than’ll take six months with the people you’ve got. We need this on time.” “This is insane,” says Donna. “This isn’t the way to plan. Good thing no one can hear us.” “Look,” says Larry, “it’s time to play You Bet Your Life. I think this is the right thing to do.” He takes his pistol off the table, spins the barrel, holds it to his head, and pulls the trigger. As usual, there is an empty click. No one looks as if they expected anything else. “So,” says Larry, “that’s settled. “We get new revenue from existing customers with a new service product. Good long-term strategy. Short-term, we have a hiring freeze. Clamp down on expenses. Run another end-of-quarter sale. Eve, any ads or shows you can cut back on?” “Nothing that’ll help this quarter,” says Eve. “Everything’s already locked in. Not much I can cut from next quarter either. We don’t do much during the summer. Maybe a show and a couple of ads in September I could pull, but we’ll pay for that later in lost sales opportunities if I do.” “Be prepared to cut; keep commitments down,” says Larry. “Next quarter’ll be tight, too. I’m never sure how much real business the ads bring in and I know how much it’s gonna hurt the stock if we are not operating-income positive. Frank, you gonna make fewer sales if we run fewer ads? You getting leads you can follow up on?” “Very hard to tell, boss. Lot of leads are wannabes, waste our time. I think the money might be better put into sales incentives.” Ignoring Frank’s suggestion, Larry turns to Eve. “Eve, Not sure we’ll cut ads but we gotta make sure the short term comes out right. Be prepared to cut in September.” “I’ve got to know soon if we’re going to do that. Otherwise we’re locked in.” “I got it. I’ll make sure we get back to you. Donna, what do we need in cuts if sales come in at 17.5 mil?” “Larry, you can’t get there from here,” says Donna. “I don’t know how to make that plainer. You don’t want to hear it but it’s true. You’ll be lucky to get sales above sixteen mil anyway.”
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“I think we want a smaller group to discuss this,” says Aaron. Larry starts to disagree, stops and thinks, then says: “Meeting adjourned. Frank, you have a long, long way to go. Get on it. Dom, I want a REALISTIC schedule. Don’t make the product fat. Design it so we can deliver it in six months. Everyone, there is a hiring freeze. Eve, you need to think hard about positioning the service; that should be exciting. But remember, we may have to cut September ads and trade shows. Donna, Aaron, please stay.” Everyone leaves but Larry, Donna, and Aaron. Donna and Aaron move to the other side of the table across from Larry with their backs to the window and the river. The sun has now risen out of view and the smoke and haze are increasing over Brooklyn in the background. “So, I take it this is attorney-client communication?” asks Larry. “It is.” “And, let me guess, it has something to do with the quarter. Something like: if we already know we’re gonna fuck up and not meet the Street’s expectations, then we gotta tell people about it or we get our asses sued again.” “We probably get our asses sued again, anyway,” says Aaron. “But if we get the warning out as soon as we could possibly know anything then we’ve got a better chance of winning or settling for less. It’s not a good thing to have a discussion with a whole bunch of people around…” “You mean my staff?” asks Larry. “That’s the whole bunch of people?” “Right. Some of that bunch of people are likely to remember this conversation some day if they should be asked about it under oath. They might even remember it being more specific than it was. Some of them may even be writing stupid emails right now saying: ‘Oh-my-god, we’re going to miss our numbers for the quarter.’ And that email could end up in a court of law some day. The numbers won’t matter much if we’re prompt about telling people the bad news. It’s going to matter a lot if every one is surprised when we announce our results in July and the stock craters. At least everyone who bought the stock between now and that day in July is going to have a pretty good case. And people who didn’t sell will claim that they could have sold at a better price if only the company had been forthcoming with what it knew.” “We don’t know shit. I still think we can make the quarter. We just need to bear down.” “Larry, we’re not going to make it,” says Donna. “We’re not going to make it on the sales side and, this late in the quarter, there is no way we’re going to squeeze enough out of expenses to end up with a profit from operations. We’ll have a profit because of companies in our portfolio being acquired but no profit from operations.” “What are the analysts forecasting?” asks Aaron. “One to two cents,” says Donna. “We’ll do that easy,” says Larry. “I’m not sure of that at all,” says Donna. “And, if we do, it’ll just be because companies sold that weren’t in anyone’s forecast. It’ll still really be a miss.”
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“It won’t be,” says Larry. “Analysts say one or two cents. That’s what it says on Zachs. When we announce earnings, I think we’ll beat that with the equity sales but at least we’ll be there. So what would we be giving a warning about?” “People are expecting us to continue to have earnings from operations. When you announced that we had positive numbers from operations last quarter, you made a big deal out of it. Said it was a ‘milestone’. You don’t backslide over a milestone.” “I didn’t say we were going to STAY positive. I was very careful not to make projections. Now you and Aaron want me to take back the guidance I DIDN’T give because it might be wrong even though I still think it’s right? Not gonna happen. Doesn’t make sense. What if I do that and then we make the numbers? Somebody’ll sue us for talking the stock down. Besides, if I announce we’re not gonna make the numbers, then for shit sure we won’t because everybody in the company stops trying. “If I really thought we were gonna miss, if I were sure, then, yeah, we ought to say something. Might as well put out the bad news if we know it and take our beating. I agree with that; we’ll get beat up later anyway. But I’m not sure we’re gonna miss. And even if I’m wrong, we’re gonna make the bottom line anyway because of the equity sales. So it’s dumb to say anything now, especially because that will make it sure that we miss.” “You may be OK,” says Aaron. “I’ve got to think about this. If I were you, I’d make sure that there is plenty of email documenting that you’re still optimistic about earnings and that you think the analyst forecast is in the bag because of the asset sales. If the end of the quarter comes and we know we’re not positive from ops, then I think we ought to revisit a warning. But we can wait ‘til then, I think, like Big Router did last quarter because we know we’re offering quarter-end inducements and sales really could close. We should NOT be writing any emails or going around saying that we can’t make the quarter.” Aaron addresses the last sentence to Donna. “You’re the lawyer. This worries me, though. Even if we don’t get sued, the analysts won’t trust us anymore because we left them out on a limb. They made a big deal — at least John Braxton made a big deal — about our earnings from operations. I don’t want to get sued again, that’s for sure, and I don’t want to lose my relationship with the analysts.” “So call them,” says Larry. “Call Braxton anyway. Give him a heads-up. Tell him the quarter looks tough even though we’re gonna make the bottom line number. Sales a little slower because of the whole dotcom hiccup thing. Expenses up as we prepare to continue growth. Prospects great. Profits from equity sales, even though we weren’t looking for them. Then there’s no surprise for him and he doesn’t go out on a limb and write something he might regret between now and when we announce earnings. Obviously, tell him this is privileged information. He can’t write it or tell anyone. But he can just keep quiet about us between now and when we can give him a closer fix on the numbers. Then you’re a hero either way. We pull it out like I think we will, and he’ll know you’re cautious and protecting him. He likes that. We don’t make it,
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at least you kept him out of trouble best you could. Probably he’ll want to marry you after this is all over.” # Donna does call John Braxton the next day. She tells him pretty much what Larry told her to say with a little more jargon and a little more caution. As Larry predicted, Braxton thanks her profusely for the heads-up. He affirms that he understands the need for confidentiality. He tells her, as they hang up, that he wishes he could trust all CFOs to be as forthcoming as she is. In today’s world, he says, too many are just too tight with information. She should never feel she has to wait to be certain before she tells him something. Then Braxton calls Barcourt’s chief trader Sam Gutfreund. He tells Gutfreund not to cover any of Barcourt’s short position in hackoff.com. Gutfreund asks him why. Braxton tells him that it is just something he heard in the market that makes him think they may be able to cover at a lower price later. He can’t be specific, he explains, because of the Chinese Wall which separates the analysts from the traders to make sure there are no conflicts of interest. Gutfreund says he understands. After the call, he leaves orders to carefully short another two hundred thousand shares of hackoff and to stay tuned for further instructions. Braxton also calls buy-side analysts at three major money market funds that are long-time Barcourt clients. The chit-chat is different with each of them but the message is the same. They may want to “lighten up a little” on hackoff. No big deal probably, but it’s a good time to lock in some profits. He declines requests for more information. They each thank him. He says they can trust him to look out for the interests of his best clients. The next day is Friday, June 9. Hackoff is down more than four points and closes at 56 5/8. Volume is pretty high with some big block trades. On Monday the sell-off in hackoff stock continues. It closes at 51 5/16. Selling pressure continues though out a brutal week. Friday, June 16, hackoff closes at 38 3/16. On Monday, June 23, trader Sam Gutfreund calls analyst John Braxton and ask him if he’s heard anything further. Braxton says nothing — nothing either way. But there’s been a lot of selling. “Yeah,” says Gutfreund, “lots of it seemed to come from our big clients, at last in the beginning of the week before everybody got spooked and started dumping stock.” “They’re smart people, our clients,” says Braxton. “Whatever,” says Gutfreund and hangs up. However, Gutfreund does decide to buy some hackoff to cover Barcourt’s short position which is now up over two million shares. He tells his desk trader just to nibble but to keep buying so long as he doesn’t pay more than forty dollars. Tells him not to buy more than 100 thousand shares each day, either. Never can tell what’ll happen.
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Barcourt is buying shares at less than forty dollars to replace shares it previously borrowed and sold at prices from ninety-nine dollars down. The average price Barcourt sold for was $78.67 according to Sam Gutfreund’s calculation. So, if they can replace the two million plus shares they sold at an average price of $78.67 with shares that they buy at no more than forty dollars, their trading desk profit on the deal will be eighty-three million and change. “Makes the commissions the fucking bankers get look pretty sick,” says Gutfreund to his wife that night. “And they get the big bucks. My bonus should be pretty good this year, though, honey. Better than I ever did at poker.” “I think we can afford some Orientals,” she says. “Whatever,” says Sam. ###
The Chat Board
HACKOFF IS UP – NO NEWS by: thewatcher02 (35/M/New Rochelle, NY) 06/19/00 10:45 am Msg: 12021 of 12036 hackoff’s back up! it’s at 44. no news from the company!
Re: HACKOFF IS UP – NO NEWS by: ChorusLine (22/F/Paramus, NJ Long-Term Sentiment: Buy Msg: 12022 of 12036
Posted as a reply to: Msg 12021 by thewatcher02
06/19/00 10:51 am
The Street should like seeing the stock show some strength. Surely the weakness has been overdone. Surely a recovery is overdue.
Re: HACKOFF IS UP – NO NEWS by: pooper Long-Term Sentiment: Sell Msg: 12023 of 12036
Posted as a reply to: Msg 12022 by ChorusLine
06/19/00 10:54 am
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This is whats called a deadcat bounce. Something falls as far and as fast as this stock did, doesn’t matter what it is, could be a dead cat and it bounces. hackoff is dead dead dead.
Re: Larry on MSNBC by: Jumbo10 (43/M/New York, NY) Long-Term Sentiment: Buy Msg: 12024 of 12036
Posted as a reply to: Msg 12023 by Pooper
06/19/00 10:59 am
You can be sure that somebody knows something. The market-makers always find a way to make their money. They were probably selling all last week because they knew something, and now they are buying because they know something. OR because there’s a way for them to make money on a trade, because they can trade in ways that we can’t. As usual, they make money while we lose. The market has been down, so it’s not too surprising that hackoff is down a lot, too. Especially because so much of its value comes from the portfolio of dotcom stocks that have been creamed. Plus the ones that are pre-ipo in the hackoff portfolio might never get to go public since the market has pretty much shut down for ipos. I’m going down from a strong buy to a buy because of all these factors. I would be even lower at a hold, but I think the market has overreacted and that it really should correct some from here. I don’t think we’re going back to our highs in the 150s right away, but there should be some correction, even if the market doesn’t come back right away. Then, when the market does come back, we should makes some real money. But you can be sure the greedy mms and management will make more. That is the one thing you can be sure of. And you can also be sure they’re not getting hurt now the way we are.
Re: HACKOFF IS UP – NO NEWS by: scooper Long-Term Sentiment: Buy Msg: 12025 of 12036
Posted as a reply to: Msg 12023 by pooper
06/19/00 11:05 am
pooper, your brain is what’s dead. Probably you fried it with drugs. HOFC is recovering because it went too low. The market panicked and now it is coming to its senses a little. This is a time to make some money and to double up on down positions.
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HOFC DOWN! by: thewatcher02 (35/M/New Rochelle, NY) 06/19/00 11:06 am Msg: 12026 of 12036 We’re falling again. We’re back down to 41!
Re: HOFC DOWN! by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 12027 of 12036
Posted as a reply to: Msg 12026 by thewatcher02
06/19/00 11:07 am
jerkoff is going to keep on falling no matter how much pumping and dumping jumbo does. This company sucks. The lizard is looting it for all he can. He went home with a pile of dough from the secondary and now what does he give a shit if the company comes down. He is probably short. He is probably in your shorts. antihack is a real business. They charge real money for their software and dont have a portfolio full of bullshit stock that is a fantasy fror all you jerkoffs becase it is going to go down and never get up. help Ive fallen and I cant get up. that’s jerkoff.
Re: HOFC DOWN! by: scooper Long-Term Sentiment: Buy Msg: 12028 of 12036
Posted as a reply to: Msg 12027 by Alaska60-60
06/19/00 11:09 am
Alaska, you asshole, you are probably the one that’s short and now your afraid the company is going to come back up. you are trying to talk it down. We are recovering now from what all you shorts have done and probbly you’re desparate now because you will have to cover at a higher price. Why else would you be here on the hackoff board if you love antihack so much why arent you on that board more? I looked there and your hardly ever there and when you are you are still talking about hackoff. Do you have a hardon for Lazard or something?
there’s something rotten at jerkoff by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 12029 of 12036
06/19/00 11:12 am
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I heard from a guy who knows somneone that used to work at jerkoff that there is something wrong there and that’s why the stock is going down. The lizard doesn’t know how to run the company or care and the cunt is trying to cut all the expenses but she is cutting all the good stuff and leaving all the bad stuff because this is the stuff the lizard and her like. So you jerkoffs who like to ride down can ride down more because this company is headed for the crapper and soon the stock will be less than 10. dont say I didn’t warn you.
BACK UP by: thewatcher02 (35/M/New Rochelle, NY) 06/19/00 11:18 am Msg: 12030 of 12036 HOFC’s at 43! The volume is up and there are some blocks trading.
More on the future by: Jumbo10 (43/M/New York, NY) Long-Term Sentiment: Buy Msg: 12031 of 12036
06/19/00 11:22 am
You have to believe that the dotcom stocks are going to come back if you are going to invest in hackoff. From what e-commerce sites buy, it looks as if hackoff’s software is perceived to be about the same as antihack’s, so if that’s all there was, the companies should have the same market cap. But they don’t; hackoff is still valued at more, even though it’s fallen further. There are two differences. One is that antihack sold debt as well as stock. So now they have more cash than hackoff, but they also have to repay the debt at some time. And the other difference is that antihack has a portfolio of dotcom stocks that are a liability right now. The market is very afraid because of what has happened to dotcom, but it will come back and then the market will probably overreact in the other direction. That may be the time to execute an exit strategy from hackoff. But as I said before, at this price the portfolio is being undervalued, which is why hackoff is a buy as long as you believe dotcom will come back — which it is sure to, except for some of the worst companies. That’s not entirely a bad thing.
Re: More on the future by: PacPhil (22/M/New York, NY) Long-Term Sentiment: Buy Msg: 12032 of 12036
Posted as a reply to: Msg 12031 by jumbo10
06/19/00 11:24 am
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© 2005 Tom Evslin
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Good points, Jumbo. You’re probably right. The market certainly has to come back. It always does.
Where are we trading? by: CLess Msg: 12033 of 12036 06/19/00 11:26 am
What’s the stock at? Why did it go down last week? When will it go up?
Porn rules by: TestTost (32/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 12034 of 12036
06/19/00 11:30 am
hackoff has a very strong position with the porn sites. The porn sites are not dot com. They are not public. They charge money for their content most of them and more and more are. It’s harder and harder to get hard for free. And they pay real money to hackoff so you don’t even have to wait for the dot coms to come back to see hackoff get good again.
Re: More on the future by: ChorusLine (22/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 12035 of 12036
Posted as a reply to: Msg 12031 by Jumbo10
06/19/00 11:35 am
The stock was way down. The Street doesn’t like it anymore. But the stock is moving up a little so maybe the Street doesn’t hate it either. What will the Street think?
Stock Down by: thewatcher02 (35/M/New Rochelle, NY) 06/19/00 11:40 am Msg: 12036 of 12036 HOFC at 42! Big volume.
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© 2005 Tom Evslin
NASDAQ 4/3/00 - 6/30/00
HOFC Daily Trading 4/3/00 - 6/30/00
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© 2005 Tom Evslin
HOFC Daily Trading 6/30/99 - 9/10/01
NASDAQ 6/30/99 - 9/10/01
Chapter 10: September 11, 2001 – The Half Life of Surprise
#
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Page 10.1
8/23/2001
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It is a beautiful prefall morning. A huge high pressure area covers the northeastern United States. The sky is brilliant blue, harder than a summer sky and deeper than winter. It is deep winter for Internet stocks. Commentators like to say that dotcom is “dot gone”. Many Internet companies have simply disappeared. Others are trading at tiny fractions of their highs and way below their IPO prices. The bubble has certainly burst. hackoff stock soared during the bubble; its strategy of accepting stock in its customers in lieue of cash payments was lauded as brilliant when these stocks, themselves, were soaring. Now, with the bursting of the bubble, hackoff’s strategy its own stock is sinking faster than the market as a whole. The value of its portfolio of customer stock shrinks relentlessly as the bubble deflates. Each quarter, as the value of its portfolio shrinks, hackoff is forced to write down the value of that portfolio. These write downs result in hackoff’s reported profits falling drastically. Moreover, reported sales are down significantly as the dotcom world shrinks and the number of companies with stock hackoff is willing to accept falls. hackoff reported an operating profit for exactly one quarter, the first quarter of 2000. By the next quarter hackoff is back to reporting operating losses. Quarter after quarter these losses grow. Analysts are predicting that losses will continue to grow. hackoff’s stock has plummeted from its all time high of 159 1/8 to the low hundreds, down though 100, sickeningly below fifty, then unbelievably into single digits. Now hackoff.com is trading around $1.10 per share. It has sometimes even slipped below a dollar during the trading day but, as yet, has never closed below one dollar. The dollar threshold is particularly important because a stock which trades for a period of time below one dollar gets delisted by NASDAQ. Delisting usually kicks off a further downward spiral in the stock price since it not only carries a stigma but also makes it harder for people to get information about the stock or even to trade it. Relisting is very difficult because the crippled stock must climb above five dollars to requalify. For most of its history, hackoff’s stock has traded well above that of its rival antihack. antihack always insisted on payment within thirty days in real money for its software. It never took stock in its customers for payment as hackoff did. hackoff’s strategy is now roundly condemned as typical Internet fluff, sometimes by the same people who once called it brilliant. antihack, once condemned for being stodgy in taking cash rather than stock for its software, is now the preferred investment in the sector. Like all Internet stocks, it has come down from its highs; it once traded above fifty dollars and its IPO, like hackoff’s, was at sixteen dollars. Now antihack trades between five and six dollars, well away from the black hole of delisting. All of this is why Larry Lazard, Donna Langhorne, and Dom are on their way to an 8:00 AM meeting with their archrivals from antihack at the offices of antihack’s bankers in the south tower of the World Trade Center. The bankers,
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at least, would like to merge hackoff and antihack to create a virtual monopoly in hacker protection for e-commerce sites. # President George Bush is preparing for a classroom visit to Emma E. Booker Elementary School in Sarasota, Florida. He would like to be remembered as the “education president” and is willing to take on the powerful teachers’ unions — which would not have supported him in any case — in order to do what he thinks needs to be done to improve education in the United States. Today the President is a little nervous because he will be reading to the children and he doesn’t read out loud very well. His wife, the librarian, would be better at this, but he is a genial man and his geniality usually gets him through such challenges. # Many New Jersey first-responders are attending a training convention in Atlantic City. The session beings with a motivational speech. “You are ‘tower runners’ says the speaker, “does anyone know what that means?” No one does. He explains: “Several years ago at a college in Texas, a crazed gunman locked himself at the top of a tower in the middle of the campus and began shooting people. Unfortunately, he was a very good shot and there were fatalities. Quite naturally, most people ran as far from the tower as they could get. The exception were the firemen and the law enforcement officers, the people like you. They ran towards the tower so they could end the threat and make everyone else safe. You are tower runners because you run to danger instead of away from it. You put yourselves in harm’s way.” # At about 7:00 AM, Satam al-Suqami is at the American Airlines counter at Logan International Airport in Boston. The clean-cut Middle-Eastern looking man pays cash for a ticket to Los Angeles on Flight 11. Separately, Satam, Whalid al-Shehri, and his brother Wail al-Shehri go through security. They all have box cutters in their carry-on luggage. They have practiced this; they have even made other entrances through this same security gate with their box cutters. The cutters are rarely detected and, in fact, since their blades are less than four inches long, they are permitted aboard flights. An automatic screening system called CAPPS (Computer Assisted Passenger Prescreening System) selects all three men for extra security scrutiny. The only result of this selection is that their baggage is not placed on
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the plane until it is confirmed that they, themselves, have boarded. This is in accordance with current procedure. In the boarding area they see but don’t greet Abdu’l-Aziz al-Amari and Muhammad Atta who have flown down from Portland, Maine that morning. Muhammad Atta is their leader and has been to flight school. CAPPS also flags Atta and his baggage is held, but he receives no other special attention. A similar group of five men check in at the United terminal for Flight 175, also bound for California. They have some trouble at the ticket counter because three of them speak very poor English. The ticket agent has to walk them through the routine security questions before they can affirm that they packed their bags themselves, they are familiar with the contents, they have had them in their possession since packing them, and that no one unknown to them has asked them to carry anything aboard the plane. They pass through security without incident and are not flagged by CAPPS. # George Harcourt drops his daughter Emile at preschool on his way to the station. He parks his BMW 750iL in the huge, rapidly-filling lot at the Princeton Junction Station just in time to catch his usual Amtrak Clocker which runs express to Newark. He can see the Towers past the flatness of Newark Airport as the train runs north from Elizabeth. At Newark he changes to the PATH Line, which takes him directly to the subfloors of the World Trade Center. He has a splendid view from his small office on the 110th floor of the north tower. His west-facing window has the Hudson for its foreground, the old Hackensack train and ferry terminal on the opposite bank, and, on a clear day like today, the rolling hills of New Jersey in the distance. He can also see the Statue of Liberty and newly restored Ellis Island. George directs an esoteric branch of his firm’s bond trading operation. He worked several years to move from a cubicle to an office — but not too long. It was this promotion which allowed him to buy the house in Princeton and move his growing family from the City where his wife never quite felt safe. Once in Princeton, he had to wait eighteen months for a parking spot at Princeton Junction. Currently he is waiting both for a promotion to a larger office and to find out whether his daughter has been accepted to the grammar school in Princeton they would like her to attend. # The hackoff people have arranged to meet at 7:45 in the lobby in front of the security desk on the ground floor of the World Trade Center’s south tower. Larry arrives first, a few minutes early; Dom arrives precisely at 7:45. “Okay,” Larry says but nothing beyond that. “Okay, what?” asks Dom with an edge. “Okay, you’re here.”
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“Where did you think I’d be?” “Who the fuck knows?” says Larry. “It’s hard to figure out where you are or where you’re headed these days.” “Get off my ass, Lazard.” “Or what?” Dom doesn’t answer. The men stand silently. Larry looks at Dom but Dom avoids Larry eyes. Donna arrives at 7:52. Larry, Donna, and Dom check in with the security desk. The bankers had sent down only Larry’s and Donna’s names and there is a few minutes of confusion while phone calls are made to the bankers’ offices on the 60th floor. At first the lobby guard gets only voice mail and seems content to wait for a callback before allowing the hackoff contingent to proceed. As Larry growls, Donna calls the head banker on her cell phone and arranges a clearing call back to the lobby desk. Properly identified by badges that more or less stick to their clothes, Larry, Donna, and Dom head for the elevator. “You gonna be alright in the elevator?” Donna asks Dom gently. “Yeah,” says Dom. “Yeah, thanks. It’s a long ride but it’s a pretty big elevator and lots of light. I’m getting the claustrophobia thing under control.” “Pills?” asks Donna. “No,” Dom says quietly and talking away from Larry, “no pills. Role playing.” “Who are you when you’re not being afraid of tight spaces?” asks Donna. “Too dumb to talk about,” says Dom. “It’s a character from one of the first games I wrote.” “Stupid games,” mutters Larry, who evidently did hear. Dom is very quiet on the way up. The elevator opens directly into the lobby of the bankers since their firm occupies the whole acre of the 60th floor. The suite is opulent, richly carpeted in grey and blue swirl pattern. There are no cubicles visible here, only private offices, some with frosted glass so the light from the windows can reach the interior. Furniture is a rich maple in a matching pattern. The imposing receptionist desk is also maple. The imposing receptionist is jet black; six feet tall; wears heels; and is proportioned exquisitely. She leads them to a maple conference room with a view of the north tower, the Hudson River and uptown Manhattan. The room is already supplied with silver pots of decaf and regular coffee, hot water, a maple box of tea bags as well as varieties of designer water, Snapple, and various sodas. There is, however, nothing solid to eat. A large conference table with hookups for computers and pickup mikes for a conference phone is parallel to the window. It’s maple, of course, but discordantly lighter than all the rest of the maple in view. At 7:59 AM while Larry and Donna are admiring the view and Dom is looking for electronic bugs with a small box of his own design, American 11 takes off from Boston. It has eighty-one passengers aboard and eleven crew members. The Boeing 767 carries a full load of 24 thousand gallons of fuel for
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the trip to the West Coast. The al-Shehri brothers are in first class. Atta, alSuqami, and al-Amari are in the business cabin as is Daniel Lewin who had previously served in an elite unit of the Israeli army and who is currently CTO of Akamai, a firm which provides a technical service known as caching to e-commerce companies. Larry and Dom know Daniel from industry conferences. In fact, Akamai and hackoff have many of the same customers. At 8:05 four bankers and the CEO, CFO, and CTO of antihack enter the conference room. The antihack and hackoff people know each other and shake hands warily. The bankers introduce themselves to the hackoff contingent and pass out their business cards. There is one Vice President and two directors. The hackoff people do not hand back business cards. This is a piece of calculated rudeness employed by Larry when he thinks the occasion warrants. “Quite a view,” says antihack CEO George Wrobly. No one from hackoff answers. “Has everybody gotten whatever they want to drink?” asks the most junior banker. The antihack people say they have. “Are we having a meeting or standing around looking out the window?” asks Larry. “Good point,” says the banker Vice President, H. Fredrick Walsh affably. “If everybody’ll take a seat, we can get started.” Everybody does take a seat. The bankers cluster at one end of the table. The hackoff people sit with their backs to the window; the antihack people sit across from them looking towards the window. “I guess we all know why we’re here…” H. Fredrick “Call-me-Fred” Walsh begins. “I must say,” interrupts George Wrobly, “it is a real pleasure to finally…” “We’re not ‘finally’ anything,” Larry interrupts the interruption. “I’m not even sure why we even came. What do you bankers think is going to happen?” He leans toward H. Fredrick and stares at him intently. “Well,” says H. Frederick, “well, we have a unique opportunity to implement a strategic merger which we believe is sure to capture the interest of the Street. hackoff and antihack have done well on their own at establishing their businesses. Unfortunately, the Street doesn’t see it that way. All the Street sees is large losses, write-downs, continued cash burn, customer failures and, of course, falling stock prices. All in the context of a general loss of faith in so-called Internet stocks and a price decline which is both the consequence and the cause of that loss of faith.” “It’s not all that bleak,” George Wrobly interrupts again. “It sure as hell is,” says Larry. “And it’s worse for antihack than it is for hackoff because you don’t have shit for technology. So, George, why don’t you shut the fuck up and let H. Freddy here tell us what’s on his mind?” “I don’t think…” says George. “We’ve run some numbers,” says H. Fredrick. “We’d like to show you the PowerPoint in a few minutes. But the bottom line is that if the two companies were combined and appropriate synergies were identified and acted on…”
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“Meaning if we get rid of redundant people?” Donna asks. “Basically, yes. And of course there is the extra overhead of two public corporations, all the filings that have to be done, legal bills that have to be paid, and that is all getting worse with the new legislation. And there is duplicate marketing expense, also, I’m sure, although we would like to see an aggressive marketing campaign both to sell product and to sell the Street on Newco. “The Street likes a company with significant market power. Of course, we never use a word like ‘dominance’ ... there are no lawyers here, are there? We never use a word like ‘dominance’ but Newco would certainly have, let’s say, significant market power with approximately seventy percent market share of the relevant segment. “This is a stock market that is focused on results, and we believe the combined company would be able to deliver the kind of results — positive EBITDA, positive cash flow — that the Street is looking for. Right now, the Street is marking down hackoff because it competes with antihack and is marking down antihack because it competes with hackoff. Obviously, if they were one company…” “What share of the combined company are you crooks proposing to offer hackoff holders?” asks Larry. # At 8:13 AM Wail al-Shehri in window seat 2A calls a stewardess. She comes back from the forward galley and leans over to see what he wants. As she does, Whalid al-Shehri in aisle seat 2B stabs her in the chest. The other stewardess in the forward galley turns when the stabbed stewardess screams. Whalid leaps up and grabs her. He twists her arm behind her back, holds the bloody box cutter to her throat, and orders her to give him her cockpit keys. Although her training is to cooperate with hijackers, she doesn’t. She, too, is stabbed although not fatally and brother Wail retrieves her keys and uses them to open the cockpit door. Daniel Lewin is in a window seat. He unfastens his seatbelt and tries to climb past the portly man blocking his access to the aisle. One row ahead of him, Atta and al-Amari are pushing out of their seats to go forward and join the fight for the now opened cockpit. “Hey, what are you doing?” asks his seatmate. “Let me out. Those are hijackers.” “Don’t interfere with them. We’ll be killed. It’s best just to do what they say. No one ever gets killed that way.” Lewin vaults over the outstretched legs without replying and lunges forward to tackle Atta. His fingers only graze Atta’s shoulder. Before Lewin can resume the pursuit, al-Suqami, who had been seated a row behind him, reaches around Lewin’s shoulder and cuts his throat. He dies almost instantly. No one else resists.
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The fight for the cockpit is fierce and bloody but short since the captain and copilot are attacked from behind while still seated and are, of course, unarmed. They are soon dead and Atta is seated at the controls. He has had flight training in small planes and has familiarized himself to some extent with the 767 cockpit by running commercially available simulation games on his PC. Atta switches off the transponder to make it harder for air traffic control to track the flight. Although the plane still shows up on radar, it is fainter and harder to identify in crowded airspace. Also, without the transponder, Air Traffic Control doesn’t get altitude information on the flight. At 8:19 Stewardess Betty Ong in coach uses a seatback phone to call the American Airlines Southwest Reservation Center. She will remain on the phone for the next twenty-five minutes reporting events aboard the plane calmly and professionally. “The cockpit is not answering (she means that she can’t get through on the crew phone), somebody’s stabbed in business class — and I think there’s Mace —that we can’t breathe — I don’t know, I think we’re being hijacked.” She goes on to report the stabbing of the two first class stewardesses. American Airlines operations tries to raise the cockpit but cannot. The hijackers tell the first and business class passengers that they have a bomb but that everyone will be okay if they just stay calm and do not resist. No one resists. Coach passengers are told that there is a medical emergency in the forward cabin. To support this fiction — or, rather, partial truth — a doctor is paged and, when one identifies himself, he is allowed to attend to the stabbed stewardesses. Others who try to come forward including crew are Maced as Betty Ong reports. Atta’s navigation skills are not good but he has studied maps and, on this beautiful clear morning, he quickly picks up the Hudson River and turns left to follow it towards New York City. Whalid tells him that there is still turmoil in the cabin so Atta decides to make an announcement to the passengers. However, he keys the wrong mike. Boston Air Traffic Control, which has also repeatedly been trying to contact the flight since it stopped acknowledging instructions and departed from its flight path, hears Atta say: “Nobody move. Everything will be okay. If you try to make any moves, you’ll endanger yourself and the airplane. Just stay quiet.” The passengers don’t hear this transmission. Boston Center alerts other air traffic control centers that American Flight 11 has been hijacked. This is at 8:25. It will be another twelve minutes before the North American Aerospace Defense Command (NORAD) is alerted. The nation does not yet know it is at war. #
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In the south tower of the World Trade Center, Larry Lazard has just asked: “What share of the combined company are you crooks proposing to offer hackoff holders?” “We would rather get to that after we go through the PowerPoint presentation,” answers H. Fredrick. “We’ve done quite a bit of work of comparative valuations using different methods and we would like to build up to this and present it to you.” “I don’t give a fuck about all that,” says Larry. “It doesn’t matter to me how you got to your number. It only matters what the number is.” “We’ll get to that in due course, you have my word. But we would like to go through the Power—” “I don’t know if its worth my time to listen to the presentation unless I know what the number is. Tell me the fucking number and then we’ll look at the slides.” “Could we huddle for a minute?” asks H. Fredrick. Larry agrees and the bankers and antihack people get up to leave. “Just a minute,” says Larry. “We’ll leave. You can stay here and talk. We’ll be back in five minutes.” “Okay,” says H. Fredrick. “Can I get you a breakout room?” “We’re fine in the hall,” says Larry. “We have this thing about bugs.” “I assure you…” For the first time H. Fredrick looks somewhat offended. “We’re in the business of fighting hackers,” says Donna. “It gives you a suspicious mind. We’ve learned to be very careful.” “No offense taken,” says H. Fredrick. “I understand perfectly.” “No offense intended,” says Donna. She smiles at H. Fredrick. Larry glares at her. “What the hell are you doing reducing the tension?” he asks once they’re out in the hall. “I don’t want them to be comfortable.” “For what it’s worth, I don’t think the room is bugged,” says Dom. Larry ignores him. Donna gives him a covert shrug. “Look, Lar,” says Donna. “You’re not going to like the number they give you.” “No shit. In fact, I’m gonna hate it so much we’ll probably walk out.” “Then what have we learned?” asks Donna. “We came here to learn something and we’re not going to learn anything if we walk now. Moreover, we may let ourselves in for some legal trouble down the road.” “We’ll learn that they made a low-ball offer. And since when are you a lawyer?” “We already knew they’d make a low ball offer. We knew that before we came. The offer doesn’t matter. The numbers’ll change. I want to know ... WE NEED to know ... what they think their strengths and weakness are. They’ll tell us that in the presentation. And we want to make damn sure we establish that, as officers of a public company, we listened carefully to anything that could remotely be in the interest of our shareholders, regardless of our own feelings. You don’t have to be a lawyer to know that, Lar.”
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“Shit. Okay, we’ll sit through the presentation. But I don’t want to signal weakness by listening to a lower than whale shit number and sitting still.” “You sort of set us up for that, Lar,” says Donna. “No. I know how to handle it. It’ll work out better. Just be sure you guys shut the fuck up when we go back in. I know what I’m doing.” Donna knocks, and they troop back into the room. Larry circles to the credenza and refills his coffee cup before sitting down. “Well,” says H. Fredrick, “we don’t like to go out of order but we want to be as accommodating as we can so we’ve decided...” “We don’t want to hear your number,” says Larry. “Excuse me?” H. Fredrick is confused. “You don’t know a fucking thing about hackoff except what’s public. You don’t know what technology we have and haven’t introduced yet. You don’t know what we’re doing with our customers. And you probably believe a lot of bullshit about what antihack is going to do and how it’ll turn profitable soonwhen we all know that it won’t; it’s in a death spiral.” “antihack has never been stronger,” George Wrobly interrupts. “Since you don’t know anything about us and you probably don’t know much about your clients, your number is meaningless. We’ll listen to what you think. We might tell you where you’re wrong, but we’re sure as hell not going to tell you any secrets about hackoff. At the end you can give us a number or not give us a number, really doesn’t matter because you don’t know enough to come up with a number anyway. If you bankers don’t have your heads too far up your asses, then we might talk to you about how to get a real number and what a hackoff takeover of antihack would look like.” “The numbers we have put together, while certainly not final, do represent what would be the beginning of a basis of a fairness opinion for antihack,” says the second most senior banker. He put the numbers together. “Obviously, your bankers will have to provide a fairness opinion to hackoff share—” “Yeah,” interrupts Larry, “yeah, if there’s a deal, bankers’ll get millions of dollars for their ‘fairness opinions’ as well as whatever fees you’re charging antihack. And for those millions of dollars you’ll decide that whatever deal you’re getting a piece of is fair. That’s why it’s called a ‘fairness opinion’. And all those millions of dollars for bankers is just one more reason why there probably isn’t going to be a deal as much as it makes sense for antihack to get taken over by hackoff and get bailed.” “We’re not talking about hackoff taking over antihack,” says Wrobly. “Don’t know what else we’d be talking about,” says Larry. “George, you have to put your ego aside and consider the best interests of your shareholders. That’s what we’re doing; that’s why we’re spending this beautiful morning with you in this beautiful office instead of doing our regular jobs and burying you out in the marketplace.” Larry leans across the table toward Wrobly. “Come, come, Georgie. You run a public company now and must act accordingly. Now let’s see those slides.”
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The most junior of the bankers fiddles with a console at the end of the table. At first the lights go up brightly; finally he manages to dim them. A few more jabs at the console’s touch-screen and a projection screen rolls itself down at the west end of the room. The blinds on the window rotate to cut off outside light. There is a message on the screen: No Signal As he repeatedly jabs the console, the lights go bright, dim and off again; the blinds rotate back and forth; the screen goes up and down; the message goes on and off; at one point, a dialtone is heard; at another, CNBC appears on the screen; but no slideshow. “Function F3,” says Dom. “Excuse me?” says the flustered banker. “Function F3. On your PC. It toggles to the alternate screen.” He comes around the table and presses the correct keys. The title slide of the bankers’ presentation appears on the screen. Dom sits back down. The second most senior banker (or second most junior depending how you look at it) narrates the slides he has produced while the most junior banker clicks from slide to slide. Larry impatiently waves them past all the slides about their bank, the number of mergers and acquisitions they have been part of in the last year, the logos of the companies they have helped, the state of the e-commerce market in general, the presumed addressable market for e-commerce security, the relative market shares of hackoff and antihack, and the charted stock price performance of the two stocks. The hackoff team leans forward intently at the next slide: #
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antihack S.W.O.T.
Strengths
Cash position Relatively strong equity Technology Management Market segment leader
Opportunities
Acquisition Expanded markets VoIP New sales channels
Threats
“cash-less” competition “cashMicrosoft Oracle
Weaknesses
Negative growth High cost of sales Restricted addressable market Negative cash flow Not perceived as market segment leader
# “This is our SWOT analysis of anthack: Strengths, Weaknesses, Opportunities and Threats,” says the second most senior banker. All three hackoff executives exclaim at once. “Technology?” says Dom. “They ain’t got shit.” “Management?” says Larry. “You mean Georgie?” “Market leader?” says Donna. “Not according to any analyst report I’ve ever seen. You’re damned right they’re not perceived as the market leader; it’s because they’re NOT!” “We believe that antihack technology is the best in the market,” says George Wrobly. “Our customers have suffered very few successful intrusions. We were the first to block both the Andromeda One and KittyKat attacks.” “Our customers have NEVER been successfully attacked in a significant way when they followed our procedures,” says Dom. “Never; count’em, not once. Your shield for Andromeda One was pathetic because you released too soon; we didn’t put ours out until it was done. And your KittyKat shield was so slow it crippled your customers.” “As you’ll see when we get to the next slide,” interrupts the banker, “we rate the two companies evenly on technology. As far as market share is concerned, I agree with Ms. Langhorne that the analysts cite hackoff as the leader; that is why we have said that antihack is ‘not perceived’ to be the leader. But we believe it is incorrect to count the ‘not for cash’ sales that hackoff makes since they are not contributing to cash flow. So we have backed
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them out for all of our analyses. If you do that, then antihack is the leader. We think that the market actually does realize this to some extent and that’s why the antihack equity is trading at about four-and-a-half times hackoff. However, these non-cash sales are a problem for antihack. They limit the size of antihack’s addressable market. It is usually impossible for antihack to convince an e-commerce site that’s getting cashless protection from hackoff that they should start paying antihack for what they perceive to be the same protection.” Donna jumps in: “antihack isn’t having any luck taking cash paying customers away from hackoff either. They have to practically give their service away – in fact, I think they do give it away – in order to take one of our customers.” “And even then,” says Dom, “if the customers aren’t brain dead, they stay with hackoff because they want real protection, not the crap they get from antihack.” “In fact,” says the banker, “we think the wins and losses are about even. hackoff takes customers from antihack by giving them a cashless option…” “Only if they have valuable equity in today’s terms,” says Larry. “That’s debatable,” says Wrobly. “In fact,” says the banker smoothly, “this discussion reinforces our thesis. Customers don’t perceive much difference in the services of the two companies. The addressable market is shrinking rather than growing; poorly funded companies continue to go belly up and the VCs won’t fund any new companies in the field. Each quarter, both companies lose customers to bankruptcies and consolidations. Both companies need new customers just to stay even with the quarter before. So the only way either company can get new customers is by cutting price to take them away from the other. And this is a vicious downwards spiral. That is one reason we’re suggesting a merger. Consolidation will obviously result in better market power.” “You mean we won’t always be undercutting each other if we take over antihack,” says Larry. “We’re not talking about a takeover of antihack,” says Wrobly. “We don’t talk in those terms,” says the banker. “This combination will, of course, have to undergo Hart-Scott-Rodino scrutiny by the Federal Trade Commission. Under penalty of criminal law, we will have to give them all documents — even scribbled notes — that talk about market share. Note that we are careful to talk about ‘market segment share’ rather than just ‘market share’ in our presentation. Similarly, we will have to give them all analyses of the relevant markets including this presentation. “Frankly, because the two companies are quite powerful in the market segment, HSR review could be a problem. However, we believe that we have a way around that. We have listed HSR review as open item later in the presentation but this is something we should talk through rather than make slides which could be misunderstood. So, if it’s okay, I’ll go on with the presentation.”
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No one says anything, so he continues. He points out that the high cost of sales could be reduced if antihack could find a more effective sales channel than just using its own inhouse sales force. However, obviously there would be synergies in sales costs if hackoff and antihack combined since their salespeople call on the same customers. It should be possible to reduce the combined number of salespeople by at least fifty percent. At least that is what they have assumed in modeling the possible combination. Obviously, one opportunity for antihack to grow is by using its cash and relatively strong equity to acquire companies in the same or closely aligned fields. Even without an acquisition, the company could expand by marketing other services to its e-commerce customers. Or the company can expand by selling security services beyond the e-commerce market; for example, they could sell to Voice over IP (VoIP) companies. The retailers of VoIP are very small but growing rapidly. Although the bankers are not technical, they imagine that these companies will need security and antifraud help just as traditional telephone companies do, perhaps more so since they are on the Internet and so presumably more vulnerable. “Yup,” Dom says quietly. The banker continues: “Besides the ‘cash-less’ competition from hackoff, which we have already discussed, Microsoft and Oracle must always be considered as a threat to anyone in the software business. Simply put, either of them could decide to provide what you provide. Oracle could build hackerproofing into its databases and/or Microsoft could build hackerproofing into Windows.” “If they could’ve they would’ve,” says Dom. “Of course, if either company decided to go into this business it could also provide a good exit strategy for the incumbents. If they perceive that it would give them a good enough head start, they could decide to buy rather than build.” “I’d love to have Microsoft come into our space,” says Larry. “Why is that?” asks H. Fredrick, who has been quiet for a quite a while. “Because then we’d sue their ass off for violating our patents,” says Larry. “You forgot to put on your SWOT slide that antihack’s in violation of a bunch of hackoff patents. We haven’t got around to suing them yet but we will sooner or later if they don’t fold on their own before that. You need to factor that into your ‘valuation’. But Microsoft is certainly worth suing. Talk about deep pockets. And they’re afraid of patent fights ever since ‘disk-doubler’ or whatever that bullshit was beat them out of hundreds of millions in California because a jury off the street couldn’t understand the difference between five-bit and seven-bit encryption.” “This is our S.W.O.T. for hackoff,” the second most senior banker continues on a signal from H. Fredrick. #
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hackoff S.W.O.T.
Strengths
Technology Adult content customer base Size of installed base Perceived as market segment leader
Opportunities
Merger Expanded markets VoIP New sales channels
Threats
Competition has more cash Microsoft Oracle Running out of cash
Weaknesses
Negative growth High cost of sales Negative cash flow Prospect of continuing writeoffs Weak equity Not actually market segment leader
# Again, the hackoff team reacts in unison. “At least you put technology first,” says Dom with some satisfaction. “You forgot REAL management,” Larry growls. “No way we’re going to run out of cash,” says Donna. “We still have hundreds of millions of dollars worth of stock in our portfolio we can turn to cash whenever we need to. antihack’ll be long dead and gone before hackoff runs out of cash, and then we’ll get all the benefits of a merger without having to suffer any dilution. If that’s what you’re basing a proposal or a valuation on, forget it.” “Whether it is a present danger or not,” the banker continues in a somewhat conciliatory tone, “the Street THINKS it is and is valuing hackoff as a company in real danger of running out of cash. Moreover, as we point out, the Street is put off by the prospects of further write-offs in your dotcom portfolio. Your equity is weak and your cash position is, at least, not strong, so you can’t pursue an acquisition strategy. In short, it appears that you don’t have many alternatives going forward.” # At 8:38 AM Stewardess Ong is still on the phone to the ground giving her calm recital of the horrible events around her. She tells her ground contacts that the hijackers are Middle-Easterners, and passes on their seat numbers so
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that they can be identified from the passenger manifest. She also says that the aircraft is in a rapid descent. Stewardess Sweeny has also made phone contact and is also passing on crucial information. The official communication is not as good. It is not until 8:37:52, to be exact, that the FAA contacts NORAD and asks for military help. # FAA: Hi. Boston Center TMU, we have a problem here. We have a hijacked aircraft headed towards New York, and we need you guys to — we need someone to scramble some F-16s or something up there, help us out. NEADS [NorthEast Air Defense Sector]: Is this real-world or exercise? FAA: No, this is not an exercise, not a test. # Eight minutes later, at 8:42, two F-15s from Otis Air Force base on Cape Cod are in the air. Officers wisely decided to scramble them first and get permission later. Also at 8:42 United Airlines 93, a Boeing 757, takes off from Newark International Airport in New Jersey with a crew of seven and thirty-seven passengers — four of whom are about to become hijackers — and heads for San Francisco. The crew has not been told about the hijacking of Flight 11. The flight has been delayed on the ground in Newark by that airport’s chronic early morning congestion; that delay is one of the few things to go wrong for the hijackers on September 11. And shortly after 8:42 United Airlines 175, which had been trying to help Boston Center locate American 11, is itself hijacked. The modus operandi is the same brutality which was effective on American 11. It works again, and the hijackers are in control of another plane. The air traffic controller who has been working Flight 175 quickly becomes suspicious when contact is lost, the transponder code is changed twice, and the flight starts to deviate from its flight path. Ironically, she can’t get to her superiors quickly with her suspicions because they are now closeted trying to deal with the hijacking of Flight 11. NEADS does not know where to send its now airborne F-15s. The transponder on Flight 11 has been turned off so controllers are not sure where it is and cannot pick it out from numerous other primary (no transponder) targets on radar. The officer directing the fighters pleads for more information: “I don’t know where I’m scrambling these guys to. I need a direction, a destination.” But there is no more information. With no target, the fighters are sent to
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military-controlled airspace off the coast of Long Island to keep them out of the way of New York area commercial traffic. At 8:44 Stewardess Sweeney is still on the phone: “Something is wrong. We are in a rapid descent … we are all over the place.” She’s asked to look out the window to try to determine where they are. “We are flying low. We are flying very, very low. We are flying way too low… Oh my God, we are way too low.” The call ends. At 8:46:40 Flight 11 crashes at 490 miles per hour into the north side of the north tower of the World Trade Center. The front of the airplane penetrates to the core of the huge building. The fuel meant to carry it to California does not explode but it does ignite and burns continuously with searing heat and thick black smoke. # “It appears that you don’t have many alternatives going forward,” says the banker to the hackoff executives. “Bullshit,” says Larry. “We—” The south tower shakes. They feel rather than hear a huge impact. Larry tries to continue but the roar from behind makes him turn and pry apart the closed blinds on the north-facing window. Others each pry an opening. They can see the roiling black smoke coming from the high floors of the north tower but it obstructs their view of the plane imbedded in it. The smoke swirls to the top of the north tower and also blows south sometimes obscuring their view. Other than an occassional “What the fuck…” and “holy shit…”, they don’t talk. The public address system clears its electronic throat and crackles on in the south tower. The occupants are told that their building is secure and that they may return to their offices. “I’m outta here,” says Donna, She calmly gathers her papers and leaves for the elevator. “I think we should resume at another time,” says George Wrobly. He and his staff gather their papers hurriedly. “We’ll just stay and talk to your bankers,” says Larry, “unless they’re a bunch of pussies, too.” “I don’t think we ought to continue this discussion without our clients present,” says H. Fredrick as the antihack contingent departs. “Just what is it that you see in the antihack technology?” asks Dom. “Can you just tell us that? We know they outsourced the development of most of it. We know they have no patents. In fact, we know they don’t know shit, so what is it that you see in the antihack technology?” By this time the junior most banker has recovered sufficiently to operate the console that opens the blinds. Their window is completely blocked by the
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black smoke. The smoke blows east momentarily and, in the clearing, they see a body hurtle from the 100th floor of the north tower towards the street. “Those poor bastards,” says Dom. “There’s got to be a helicopter or something coming. Can’t they get to the roof?”
# A fireball from the ignition of Flight 11’s fuel flares through some of the elevator shafts and some of the transfer lobbies of the north tower. Almost all elevators are immediately disabled. Many people below the 92nd floor begin a surprising orderly evacuation through the stairwells which are smoky but well lit and have glow strips. Above the point of impact the temperature is rising and the smoke is getting thick. A few people manage a descent from these high floors through one rubbish-choked stairwell that remains open a short while through the intensifying hell of the impact zone. Many call 911. Some get fast busy tones as the circuits over load. Most who do get through are given the standard instruction for a high rise fire: stay low, get a few floors below the fire, wait for rescue. The 911 operators do not know what floor the plane hit. They do not know that the New York City Fire Department has now given an evacuation order for the building. Others climb towards the roof hoping for a helicopter rescue. In fact, a few people were rescued by helicopter a decade before when a terrorist bomb exploded in the parking garage below the twin towers. But the doors to the roof are locked. Nevertheless, with descent now impossible from above the impact point, they wait there. Some cry. Some curse. Many call on their cell phones and plead for help or directions. Others calmly say good-bye to their families or, more often, to the voice mail of their families. Some dictate terms of their wills or leave the combination to the safe. New York Police Department helicopters are in the air as close to the top of the building as the flames and smoke allow. At the Wall Street heliport, a crack police department rescue team pleads for a chopper to pick them up and take them to the roof. The pilots radio back that landing is impossible because of the heat and smoke. The helicopter pilots are also the first to tell air traffic control in the NYC area what has happened. But 911 does not know that there will be no rooftop rescue. Some people are still advised to climb. George Harcourt returns to his bond trader’s office on the 110th floor. It is getting hot and smoky but it is better here than in the people-crammed stairwells he has tried where the crowd can now neither go up or down and isn’t sure which way it wants to go. Harcourt tries to reach his wife from his desk phone but gets no dial tone. His mobile phone has four bars but cannot complete a call. George types an email to his daughters and his wife.
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From: Sent: To: Subject: Janet:
George Harcourt Tuesday, September 11, 2001 [email protected] I Love You
8:51 AM
I believe I am about to die, much earlier than I would have ever thought. I’m not afraid, not really, but I miss you and the girls greatly and realize how immensely I love you all. Please make sure they always know that. Perhaps this is all just a nightmare but it seems very real. We had so many dreams. Money will not be a problem. Our wills are, of course, in the safe deposit box and PNC and the lawyer has a copy and will know what to do. There are brokerage accounts at Merrill and at Barcourt; statements from them are in my middle left desk drawer so you can get the numbers easily. They are in your name and mine jointly so you can access them immediately but there is no immediate need to do anything with them. My brother will be able to help with investment advice going forward. DON’T trust the brokers; they will suggest what is good for them. There is a multimillion dollar executive insurance policy through Dillison Brothers. You may have to contact the Chicago office because this office is gone. Some of that is key-man insurance which goes to the firm but the rest is for you and the girls. Again, use my brother to sort that stuff out. He’ll make sure you get every penny that is coming to you. Please marry someone; it hurts me to say that but you need a husband and the girls need a father. Please. The car is parked at the end of the row just on your right before you cross the dinky track at princeton. I love you. George #
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Although the telephone networks have reached gridlock under the crushing load of attempted calls into and out of the stricken area, the Internet continues to function. Sometimes it slows to a crawl but email and even Internet phone calls continue to go through. George’s wife gets his email almost as soon as he sends it. # From: Sent: To: Subject: [email protected] Tuesday, September 11, 2001 George Harcourt RE: I Love You
8:53 AM
George, I cannot believe you will die you will be rescued or you will save yourself I know and I am praying and crying but I know youll be OK you will. You are wonderful and are my love. Come back to me # She will never know whether George saw this email. By 8:52 a battalion chief, two ladder, and two engine companies are at the north tower while others units are pouring into the area. The Fire Department shift which is about to go off duty spontaneously and en masse decide not to. They ride as extras on the converging trucks. Many off-duty fireman and police are told not to report. They disobey. Many come directly to the site. The Fire Department has quickly decided that rescue is their main mission. They cannot hope to fight a fire so high, so large, and so intense. They are sure that many of the fire suppression systems in the tower have been damaged but they do hope that the fire may burn itself out. Most of the building is not flammable — at the temperatures of a normal fire. By 8:57 firemen from one ladder company and one engine company begin to climb Stairway C of the stricken tower in order to report from the scene of impact and set the stage for the rescue operation. The other companies who are not allowed to climb immediately strain towards the stairs and the people they know are above. Both NYC and Port Authority police on the scene begin their own reconnaissance climbs, pausing only to help the injured down. In the lobby command center there is frustration. The weak radios the climbing firemen use can only faintly penetrate the many floors of steel and concrete so many can’t report back. The frequency they are broadcasting on is also so full of traffic that even a strong signal is hard to make out. During the previous terrorist attack on the World Trade Center, firemen conducting the evacuation had the same problem and a repeater system was installed in the building for exactly this reason. It is normally kept off so as not to interfere
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with radio traffic in the area and no one in the north tower knows the full procedure for turning it back on. In the absence of information from the advance units, more firemen insist on climbing the tower. Several floors below the World Trade Center site, a PATH train from New Jersey pulls into the platform. Even down here, there is smoke from the fireball that flashed down the elevator shafts. There is no one waiting on the platform since evacuees have been led out onto the street and people in the station have been directed out. The motorman keeps his doors closed and radios for instructions. He is told by dispatch that there are no instructions so he should unload his passengers normally. Instead, he saves their lives by keeping the doors closed, calmly but firmly telling dispatch to clear the tunnel behind him, and taking his train back under the river to New Jersey. # At 8:52 Peter Hanson, who is aboard United Flight 175, calls his father. “I think they’ve taken over the cockpit — an attendant has been stabbed — and someone else up front may have been killed. The plane is making strange moves. Call United Airlines. Tell them it’s Flight 175, Boston to LA.” The senior Hanson passes the information on to the Easton Police Department. At 9:00 AM Brian David Sweeney calls his mother, Louise, after not being able to reach his wife. He tells her the flight has been hijacked and that the passengers are thinking of storming the cabin. The passengers’ debate is intense. Of those who can talk at all, half think the best thing to do is what the hijackers say. Almost all hijackings end without casualties, they point out. The hawkish half are convinced that something is different about this hijacking; there is something they sense that tells them attack, not compliance, is the right response. But they can’t say why; they don’t know about Flight 11. Some begin to move forward. Peter Hanson calls his father again: “It’s getting bad, Dad — a stewardess was stabbed. They seem to have knives and Mace. They said they have a bomb. It’s getting very bad on the plane — passengers are throwing up and getting sick. The plane is making jerky movements. I don’t think the pilot is flying the plane. I think we are going down. I think they intend to go to Chicago or someplace and fly into a building. Don’t worry, Dad — if it happens, it’ll be very fast. My God, my God!” Lee Hanson hears a woman scream as the call ends abruptly. At 9:03 President George Bush enters the Emma E. Booker Elementary School. He has been told by Senior Advisor Karl Rove only that a twin engine plane has hit the World Trade Center. National Security Advisor Condoleezza Rice also has talked to him briefly and also talked about a twin engine plane. The President believes that pilot error was the cause. Although NORAD is aware of one hijacking and, at this very moment is being informed of a second, the White House has not yet been told this.
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NORAD is not aware that a third hijacking has also taken place. American Airlines and Indianapolis Air Traffic Control have now also lost contact with American Flight 77 from Washington to LA. It had taken off at 8:20 with a crew of six and fifty-eight passengers, five of whom hijacked it sometime between 8:51 and 8:54. The transponder is off and the plane is deviating from course. With two of his flights in trouble, American Airlines Vice President Gerald Arpey has ordered all American flights in the Northeast which have not yet taken off to remain grounded. Both Lee Hanson and Louise Sweeney turn on their televisions. At 9:03:11 they see Flight 175 turn and crash into the south side of the south tower of the World Trade Center at 590 miles per hour. Since the plane is banked, the impact stretches from the 77th to the 85th floors. # Larry, Dom, and the bankers are thrown to the floor as the tower lurches from the impact. There is an immediate smell of burning kerosene. H. Fredrick has fallen across Larry’s legs. “Get the fuck off me,” says Larry. The banker tries to stagger to his knees and Larry pushes him back over as he gets up. “Something happened to this building,” says Dom. The bankers leave the room. “Need to know whether it’s above us or below us,” says Larry. “It’s above us,” says Dom. “How the fuck do you know?” Larry screams. “Because burning shit is falling past the window and the only smoke I see is coming down, not up.” Dom is talking very softly but quickly. He is sweating and shivering. “I’m not taking the elevator. I don’t think I can do a dark stairwell. I’ll be crushed in the dark.” “We don’t even know where the fucking stairs are!” says Larry. “I do,” says Dom still softly and trance-like. “I do know where they are. We passed them and I know the way.” He runs from the room awkwardly and Larry follows. It is hard to push the stairway door open since its frame is slightly bent but they do. Once they crack the door, it is hard to get it open wider because of the crush of people going past the other side. But they do that as well. Dom hesitates; there are glow lights but the stairway is dark and, as he’d feared, crowded. Larry pushes past him and begins his descent. The way down is almost completely blocked by a thin man who has fallen across the stairs. Ankle braces protrude from his legs; he is trying to roll out of the way, but there is nowhere to go. Some can trickle by him on either side; some step over him. People are careful not to hurt him. “Jesus,” says Larry loudly when he can see what the blockage is. “Somebody push him out of the way. He’s going to get us all killed. Come on,
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goddamn it. Do it!” He pushes the man over towards one side and the flow past him increases but is still partly blocked. Once Larry is on the more open stairs, he pushes his way down quickly. Dom is not blinking; the whites of his eyes show like those of a frightened horse. He sweats and shivers and pants with his mouth open. He would fall if he were not being held up by the crush, which he can’t pull back from. He tries to go back through the door and out of the teeming stairwell but he has been carried down past it. Dom is propelled by an eddy of people to the fallen man’s head which is just touching the wall of the stairwell. He stops. “I-can-help-you,” he says in a mechanical voice which sounds like it comes from a voice synthesizer; “I-canhelp-you-if-you’ll-let-me.” “Don’t,” says the fallen man. “Don’t help me. Just get me out of the way so people can escape. That’s what makes sense.” “I-can-help-you,” says Dom, not moving although people are pushing on his back. He slides his arm under the man’s shoulder and pushes him to a sitting position. The man is nearly as thin as the braces around his ankles and very light. Dom has him to his feet when they are both pushed over by the crowd behind him. “Get back!” says Dom; now his voice is a mighty, roar of command which sounds like it comes from a powerful set of speakers with reverberating bass. “Get back so this man can get down.” The pushing stops; the crowd stops. This time Dom lifts the man all the way to his feet, drapes one of the man’s pencil-thin arms over his own shoulder; and begins to help him shuffle and bump down the stairs. For twenty floors Dom half-carries and half-drags his companion. At the th floor the flow down is stopped again and the crush is becoming intense. 30 “It’s-okay,” says Dom to the man. “No pushing!” he roars at the crowd behind them. The thin man begins to have trouble breathing, then faints. The obstruction is an ascending EMS team with powerful flashlights. One of them, a stocky woman panting from the thirty floors she has climbed, seems to immediately recognize the condition. She takes the slumping man from Dom’s shoulder and lies him down in a space protected by her companions and their lights. “Take him out here,” one of them says opening a door onto a floor full of light. As they carry the man out, he wakes up and looks for Dom who is standing near him. “Who are you? Why did you do this?” “UltraMole,” says Dom in another new voice. “It is my role to rescue you.” # At 9:07 AM, FAA controllers in Boston request the Command Center in Herndon, Virginia to warn flight crews about the possibility of attack. For whatever reason, the warning is not passed on to the planes. However, at 9:19
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United flight dispatcher Ed Ballinger decides to take action himself. He has sixteen transcontinental flights under his control and he sends messages to each of them: “Beware any cockpit intrusion. Two a/c hit World Trade Center.” At 9:26, Pilot Jason Dahl from Flight 93 responds: “Ed, confirm latest mssg plz — Jason”. At 9:28 the four hijackers wrest control of cabin keys from a stewardess and enter the cockpit of Flight 93. Since surprise is not total this time, they have a fight on their hands. It is a fight the unarmed cabin crew cannot win; they do transmit a “Mayday” while they fight for their plane. By 9:32 hijacker Ziad Jarrah is at the controls. Like Atta before him, he transmits a message meant to quiet the passengers and, like Atta before him, he doesn’t push the right buttons. Air Traffic Control but not the passengers hear him say: “Here the captain, please sit down keep remaining sitting. We have a bomb on board. So, sit.” It is unlikely the passengers would have been impressed if they had heard him. They are already on their cell phones and seatback phones with friends and relatives on the ground. They know about the planes flying into the Twin Towers. The half-life of a radioactive isotope is the time in which half the molecules decay to a more stable state. The half-life of surprise is the time in which half those who care learn a new piece of information. Forty-six minutes after Flight 11 hits the north tower, the civilians of the world, even those crowded into the back of Flight 93 by knife wielding hijackers, know all they need to know about the intent of their captors and the futility of passivity. The rules for dealing with hijackings have changed. This vital information flowed from the phones of those on the first hijacked planes through CNN and the networks to those on the ground who are now talking to their friends and relatives in the air over Western Pennsylvania. The passengers vote on whether or not to attack. The vote isn’t close; they know what they have to do. The FAA now understands the magnitude of the challenge it faces but doesn’t know how many more planes have hijackers on board. At 9:42 after hearing from news sources that a plane has struck the Pentagon, it orders all planes in US airspace to land at the nearest suitable airport. Pilots and controllers handle this unprecedented order with great skill but all the planes with hijackers aboard have already been hijacked this day. Communication between the FAA and NORAD is more formal and slower. Cleveland Center asks for military help with Flight 93 at 9:36. At 9:46 the FAA Command Center tells FAA HQ that Flight 93 is “twenty-nine minutes out of Washington, D.C.” At 9:49, the Command Center and Headquarters are talking. # HQ: They’re pulling Jeff away to talk about United 93.
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Uh, do we want to think, uh, about scrambling aircraft? Oh, God, I don’t know. Uh, that’s a decision that somebody’s gonna have to make probably in the next ten minutes. Uh, ya know everybody just left the room. #
So NORAD does not know that Flight 93 has been hijacked. The fighters that scrambled from Otis and were sent out to sea, have now been ordered to New York City airspace. But the towers are already in flames. Based on a false report that American 11 is headed towards Washington, two fighters are scrambled from Langley at 9:24. But a SNAFU in communications sends them out to sea. At 9:36 Boston Center tells NORAD: “Latest report. Aircraft VFR six miles southeast of the White House.” The NORAD mission controller takes control of the airspace and orders his jets back: “Okay, we’re going to crank them up. Crank it up. Run them to the White House…. I don’t care how many windows you break.” But Flight 77 has already hit the Pentagon. Although they do not know it, the jets are now in a race with United 93. On board Flight 93 at 9:57 the passenger counter-attack begins. One woman ends her call to the ground: “Everyone’s running up to first class. I’ve got to go. Bye.” Todd Beamer of Cranbury, New Jersey says: “Let’s roll.” The passengers charge forward in the aisle using a beverage cart as a shield against the hijackers’ knives. Some are slashed and stabbed but others continue. In the cabin, one of the hijackers tells pilot Ziad Jarrah that they cannot hold off the passengers, that he should follow the alternative orders from Muhammad Atta and crash into Three Mile Island Nuclear Power Plant or some other high value target. “Muhammad Atta sometimes thinks he is the Prophet Muhammad,” says Ziad. He tightens his grip on the controls. “To him does not belong all the glory. I will destroy the White House.” He orders the hijacker back out to fight the passengers. “Insh’Alláh,” he says to himself. Ziad rolls the plane steeply to the left and then to the right in an attempt to knock the charging passengers off their feet. The assault on the cockpit continues and he can hear the cart battering at the door. He pitches the nose of the plane up and then down again. There is a sound of broken glass from the galley behind the cockpit. For a moment, the counterattack seems to have been quelled. Ziad levels the plane. Immediately, the sound of fighting resumes. “Is that it? Shall we finish it off?” Ziad asks. “No. Not yet. When they all come we finish it off.”
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Ziad pitches the nose up and down again. At 10:00:06 a passenger says: “In the cockpit. If we don’t, we’ll die.” Another passenger shouts: “Roll it!” “Alláh’u’akbar. Alláh’u’akbar,” Ziad chants. He levels the flight again and asks the hijacker behind him. “Is that it? I mean, shall we put it down?” “Yes, put it in it, and pull it down.” But Ziad continues to fly toward Washington. The other hijackers shout at him to crash the plane as they are overcome by the passengers. Twenty minutes flying time from his goal, Ziad gives up his personal jihad as the passengers break the door behind him. He pushes the nose steeply down and rolls the plane to its right. “Alláh’u’akbar!” shout the hijackers. The passengers continue to fight as Flight 93 crashes into a field in Shanksville, Pennsylvania at 580 miles per hour. The Langley fighters are back over Washington shortly after the crash of Flight 93 and do not yet know about the hijacking of that flight. They would have been in position to intercept it if they had known about it. However, even had they intercepted it, they might have done nothing. Shortly after 10:10, somewhere over Washington, they are told by their controller who doesn’t know either that Flight 93 was hijacked or that it crashed: “Negative. Negative clearance to shoot.” In fact, Vice President Cheney, now in the White House bunker, has given the order to shoot down airliners which are off track and don’t respond. Somehow this order meets impedance: some want the authority of the President; some are concerned with what the pilots will do when they get this command. It is 10:39 when Cheney and Defense Secretary Rumsfeld talk. # VP: There’s been at least three instances where we’ve had reports of aircraft approaching Washington — a couple were confirmed hijack. And pursuant to the President’s instructions I gave orders to have them taken out. Hello? Yes, I understand. Who did you give the directions to? It was passed from here through the center at the White House, from the— Okay, let me ask the question here. Has that directive been transmitted to the aircraft? Yes, it has. So we have a couple of aircraft up there that have those instructions at this present time? That is correct. And it’s my understanding that they’ve already taken a couple of aircraft out.
SecDef: VP: SecDef: VP: SecDef: VP:
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We can’t confirm that. We’re told that one aircraft is down but we don’t have a pilot report that did it.
# The VP is wrong. As the Secretary apparently suspects, the order has not been given to the pilots who would have to carry it out. An aircraft headed for Washington is down short of its target, but it was not brought down by the jets. The downed aircraft is Flight 93 — stopped by passengers who learned on their cell phones what had happened to the other hijacked flights. It was stopped because brave passengers on the earlier flights used their cell phones to describe what was happening. It was stopped because all this information was communicated chaotically and effectively by CNN and the other networks. By any historic standard, the almost complete official mobilization of America within two hours of the first plane hitting the north tower is an extraordinary feat of formal communication despite the inevitable confusion and SNAFUs. But it is likely that the White House was saved by information that flowed to the passengers of Flight 93. They mobilized forty-six minutes after the first crash, acting on the information they had. # At 9:05 AM, just as President George W. Bush is preparing to read with the children, advisor Andrew Card whispers to him: “A second plane hit the second tower. America is under attack.” The President hears the pagers and cell phones of the press around him start to erupt. He remains calmly with the children for another seven minutes. Although the Secret Service wants to move him away from this scheduled place where attackers might have known he would be, the President insists on speaking to the country for a few minutes from the school before leaving for the airport. No one with the President or at the White House knows yet that even more planes have been hijacked. On the way to the airport the President hears that the Pentagon, too, has been hit. At 9:45 he is on the phone with the Vice President: “Sounds like we have a minor war going on here, I heard about the Pentagon. We’re at war … somebody’s going to pay.” The President wants to fly directly back to Washington. The Secret Service don’t want him to. The Vice President doesn’t think he should. They are still arguing when Air Force One takes off. Its only mission for the moment is to get the President as high into the relative safety of the air as fast as it can. #
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By 9:59 much of the world is watching live as black smoke billows from the Twin Towers. CNN plays the loop of the plane hitting the south tower over and over again. Commentators are already speculating on the cost and time required to rebuild the World Trade Center. Suddenly a bulge appears in the middle of the south tower and smoke and debris erupt from the bulge. Before most watchers realize what the bulge means, the south tower implodes. A cloud rises in its place and then settles quickly over lower Manhattan. On the streets, evacuees are fleeing the area in all directions. Some stream on foot over the Brooklyn Bridge. Others trek uptown towards perceived safety. The lack of panic is eerie. Dom Montain is part of the uptown-bound contingent just several blocks north of the towers when a huge wind pushes him forward and careens him into an elderly woman ahead of him who also falls. “I’m sorry,” Dom starts to say. Then: “Roll under this truck with me. We’ll be safe.” The woman’s eyes are wide with fear; her almost toothless mouth in a silent scream. But she does not resist as Dom rolls them both under an abandoned UPS van in time to avoid the shower of debris, some of it flaming, that now falls all around their sheltering truck. It is black; utter black. They cough and their eyes tear but see nothing in the blackness. “Mein kinder; mein kinder,” wails the old woman and holds herself closer to Dom. “I’m-not-afraid,” says Dom in his mechanical voice, then in his normal voice: “I’m really not afraid. You’re okay; we’ll be okay. It’s just the wind and the dust from a tower collapsing.” The blackness lightens; the streets, as they come back in view, are covered with ash. Dom has to push drifts of ash away to get them out from under the truck. The air smells of fire; of burnt rubber; of flaming kerosene; of shorted electric lines; and of incinerated flesh. Ash-covered people appear in the clearing air. Most are dazed; some bloody from having been knocked over; some burnt by hot debris. An ashen EMS squad emerges from the dust and immediately and almost silently triages the wounded. They have one apparent heart attack to deal with and a young woman gives the victim mouth-to-mouth respiration with a protective shield until their portable defibrillator is ready for use. It shocks him safely back to life. A very fat male EMS technician with a Santa Claus beard and face takes the old woman from Dom who is propping her up and calms her in Yiddish. “She says you are a mensch,” he says to Dom. “I am Ultra…” Dom begins. “I’m glad to have been able to help.” The trek north continues; still no panic but more urgency now as people shout to each other that the other tower will collapse as well. Back at the site, rescue workers in the north tower are ordered by radio to evacuate. Most of them don’t. Some are too intent on their mission to obey. Others simply never heard the order because their radios aren’t working.
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At 10:28:31 the north tower collapses and spawns another great cloud of debris. As it comes down, it destroys the Marriott Hotel next door in the World Trade Center complex. # It is now mid-afternnoon of September 11, 2001. The President has flown first to Barksdale Air Force Base in Shreveport, Louisiana where he says: “Freedom itself has been attacked and freedom will be protected.” Then he is taken to a SAC bunker in Nebraska. An ABC correspondent tells anchor Peter Jennings: “Peter, the President has gone down the rabbit hole.” Jennings goes on to complain about the President’s apparently random wanderings and describes how he is “being taken” here and there. The President orders his plane to take him back to Washington. # Mid-afternoon at The Stuart School in Princeton, New Jersey is the time the parents come for the children. Stuart School is run by Sister Fran and is so good that many Jewish parents send their girls to this Catholic school for the values it teaches. There is talk of starting a boys’ version of the school. Sister Fran and the teachers know that many of the parents work in New York City. Some of them, usually brokers, go in very early and come back in time to pick their children up. They are afraid that there will be some children that no one picks up. They don’t want to explain the whole horror to the children — they hardly understand it themselves. They know they won’t be able to answer each girl’s first question about her own parents. But they don’t want to lie to the children, either. So, they tell the children there has been an accident and there is a massive traffic jam coming out of New York. Some parents may be late, some very late. Somehow, though, information begins to leak into the school The children invent their own story from the random words they hear: There has been a stock market crash, they decide, as the word “crash” reaches them. It is very bad because their parents may have lost lots of money. Some wonder out loud if their parents will still be able to afford Stuart. Sister Fran and her staff intend to stay until every girl is safely with someone to care for her. They begin calling parents to see who is home and to gather volunteers to take neighbor children home if no parent arrives. Many of the parents they can reach organize themselves into a voluntary phone chain to locate other parents and other volunteers. Sister Fran asks them not to pick up their own children early so that those with no located parents won’t be left isolated any longer than necessary. She has so many offers of volunteers to
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help at the school that she has to ask them not to come until she calls them. By 3:00 PM, they have located a parent or a willing surrogate for every girl. # New York Mayor Rudy Giuliani is asked his estimate of the number of World Trade Center casualties. “More than any of us can bear,” he says. He has already ordered an evacuation of lower Manhattan. The tunnels and bridges that connect Manhattan to the mainland and Long Island have been made one way except for a few inbound lanes reserved for emergency traffic. The only people at the World Trade Center site now are policemen and firemen, many of them near shock and frustrated by not being able to approach the still burning stubs of the towers, which they hope beyond hope contain survivors. They all know people who ran into the towers in the morning and have not seen most of them since. On the New Jersey side of the Hudson River a huge volunteer force of doctors, medical technicians, and construction workers has gathered. They are ready to receive the wounded. There is a fleet of ambulances. Fresh blood is in refrigerated transport from surrounding states. Long lines of volunteers grow outside blood donation centers. Some calls to the Red Cross are from those desperately looking for missing relatives; most are from those looking for some way to help; something to do; some way to be active in dealing with the overwhelming horror. Under arc lights, they build field hospitals on the New Jersey docks to prepare for the wounded. No wounded ever come. The few who are injured but still alive are treated in New York. But most of the physically wounded are dead. The medical people on the dock cannot believe that. They will wait until morning for someone to save. The giant cranes are mobilized overnight. The construction workers and firemen tear the rubble apart with their bare hands in a search for survivors who are never found. Steam mixes with the smoke and swirls from the raw gap in the New York skyline as exhausted and griefstricken firemen pour water on a fire that smolders seemingly to the depths of Hell. # It is evening now. Larry and Louise Lazard are on the deck of their home in Atlantic Highlands, New Jersey. Their view over New York harbor includes the black smoke and white steam from the World Trade Center site. The top of the plume is lit by the setting sun while the base is fading into the dusk. The other towers of Manhattan are silhouetted against the murky sunset and occasionally disappear as they are wrapped in downdrafts of smoke. “Larry, what’s the matter?” asks Louise.
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“Now that’s dumb fucking question. I was just in a building that got hit by a bunch of terrorists with a plane that might as well have been a bomb. I saw people jumping out of windows. I just barely got my ass out of there in one piece. I spend half the day trying to get off that fucking island and get home. And you ask me ‘what’s the matter?’” “Larry, don’t bullshit me,” says Louise. “I’ve been with you a long time. It’s like when you got out of jail. There’s something you’re not telling me. All day I was afraid you were dead and somehow I knew you weren’t, too... I waited. I watched TV. That was no picnic either. And now you’re back and I should be very happy — I am ecstatic you’re not in that hell — but it’s like you’re not back, too. Why? What aren’t you telling me?” “I’m telling you. I can’t tell you what it’s like to be there. Worst place I’ve ever been.” “Do you think we should try to call Dom again?” Louise asks. “I’m so worried about him.” “He’ll call when he can,” says Larry. “I told you I saw him on the way out. He’ll check his voice mail when he can — you know Dom — and then he’ll call. But the phone networks are still pretty much down in lower Manhattan. Verizon had a big switch under the World Trade Center and that’s gone. Power is still off to a lot of places down there, CNN said.” “But cell phones should work,” Louise objects. “They have their own batteries.” “They have to talk to towers. One: the towers need electricity. They have batteries but those’ll only last so long. Two: everyone and their brother is trying to get through, so the cell switches have to be congested too. Three: those calls go through the regular switches, which are broken or jammed on the way to the cell network. So don’t count on that. Dom’s alright; he just can’t get through to tell us.” “How do you know he’s alright? How do you know? Tell me again how you got separated.” “This isn’t a bedtime story, you know,” says Larry. “Nothing is ever going to be the same again.” “There’s something you’re not telling me about Dom. Did he panic? Did his claustrophobia get him? It must have been awful in that stairwell.” “Yeah, he was very strange. Everyone was scared but he froze. There was some guy collapsed in the stairs, some guy with real thin legs and braces, probably had AIDS. He was blocking the stairs. And Dom froze when he got there.” “What did you do?” “I told him to push the guy the fuck out of the way and get down.” “Maybe Dom wanted to help him.” “Maybe he did and maybe he just froze, but it was the wrong thing to do. Saving one life — or trying to save one life — just doesn’t make any sense if it’s going to make hundreds more people die. You don’t know what it was like in that stairwell. It’s blocked and people maybe get crushed or just don’t get out
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before the building comes down. So it’s the wrong time to get hung up on this one guy with AIDS who isn’t gonna live all that long anyway.” “Is that what’s bothering you? Are you bothered because you didn’t want to help the guy and Dom did?” “No … Yes … I don’t know. It was the easy thing to do to ‘help’ him but it was wrong. There were more people to think about.” “Spoken like a true CEO,” says Louise. “Yeah. Well sometimes it isn’t easy making decisions. That’s what CEOs do. That’s what I fucking do. And people don’t like it, too fucking bad. You don’t like it, fuck you, too,” “Larry, you know goddamn well I love you. Sometimes I wouldn’t do what you do; that’s all. And I’m not a CEO, either. It’s okay. I’m just worried about Dom and sick from worrying about you all day. How could anyone do that?” “Do what?” “Hijack those planes and fly them into the buildings and kill all those people. How could they do that? How could they hate so much?” “They keep them in those camps,” says Larry. “You know. They keep them in those camps. They grow up in those camps and they’re full of hate and they do what they’re told.” “CNN said they think some of them are Saudis, not Palestinians. Saudis don’t grow up in refugee camps. Osama bin Laden’s Saudi, too, and they think he may be behind it.” “Yeah, well most Saudi men have no chance of getting laid. They grow up in this corrupt kingdom where a quarter of the people are princes and if you’re not a prince you’re screwed. The princes get four wives each and there are no women left over for anyone else. No wonder they’re screwed up. That’s probably why they have to bundle all the women up so no one can see them. Otherwise those guys go crazy. Then they get told that if they kill infidels they go to Muslim heaven and there are a bunch of virgins waiting for them — they’ll do anything. So maybe that’s it.” “Osama bin Laden has four wives,” says Louise. “He shouldn’t be too horny but he still hates us. If he did this, he really hates us. I don’t know. I just know you’re alive and that’s wonderful and I’m still worried sick about Dom. And I know there’ll be other people we know who were there too. I want to do something.” The phone rings and Louise goes to answer it. She is smiling when she comes back. “It was Dom. He’s okay. He called from his apartment. He’s supposed to evacuate but he isn’t gonna, he says.” “How did he get his phone to work? CNN said no phones are working in lower Manhattan?” “I don’t know. You know Dom. Some Internet thing. A phone in his computer or something. I think he said ‘Free World’ something. I’m just glad he’s okay. He sounded strange, though.” “You think everybody sounds strange. We are strange. We’ve been in a fucking disaster.”
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“No, Lar, he sounds strange differently than you sound strange. You’re strange sad and he’s almost — I don’t know — strange HAPPY.” “Happy? That’s not strange. He’s happy to be alive. I’M happy to be alive. But I’m sad, too, and I’m pissed.” “He didn’t want talk to you. That’s strange, too. He knew you were okay because you left him voice mail and he said it looked like you were getting out okay. But he said something strange, something like he didn’t ‘need’ to talk to you. What do you suppose that means?” “I don’t suppose it means anything. He doesn’t need to talk to me; he’s right. Maybe he’s starting to grow up. Maybe he’s just tired.” “He said he got that guy he was helping down to where EMS was.” “Good for him,” says Larry. “But it was still the wrong thing to do. More people might’ve died, maybe more people did die, because they slowed things down, blocked the stairs. And if EMS was working on him in that building when it collapsed, he’s dead anyway and so are they.” “He said something else strange, too…” “You talked a lot. You were only gone a coupla minutes.” “Yeah, well, at least someone tells me what he feels. It’s not like I’ve got to drag it out of him. He wanted to talk.” “You’re his den mother. What else did he say that was strange?” “He said he wasn’t afraid.” “He was, I saw him, he could hardly get through the door into the stairwell he was so scared. I think I had to push him in.” “Yeah, he said he was scared at first. Then he just wasn’t scared. Like getting scared got scared out of him, I think he said. Something weird.” “Yeah, well, good for him. I was scared, too. Glad he got out. I think Bush is about to say something.” They go back inside. While they wait for the President to appear, Larry says: “This doesn’t sound good: they ‘took’ the President here; they ‘took’ the President there. Leaders don’t get ‘took’; leaders lead.”
#
8:30 P.M. EDT THE PRESIDENT: Good evening. Today, our fellow citizens, our way of life, our very freedom came under attack in a series of deliberate and deadly terrorist acts. The victims were in airplanes, or in their offices; secretaries, businessmen and women, military and federal workers; moms and dads, friends and neighbors. Thousands of lives were suddenly ended by evil, despicable acts of terror. The pictures of airplanes flying into buildings, fires burning, huge structures collapsing, have filled us with disbelief, terrible sadness, and a quiet, unyielding anger. These acts of mass
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murder were intended to frighten our nation into chaos and retreat. But they have failed; our country is strong. A great people has been moved to defend a great nation. Terrorist attacks can shake the foundations of our biggest buildings, but they cannot touch the foundation of America. These acts shattered steel, but they cannot dent the steel of American resolve. America was targeted for attack because we're the brightest beacon for freedom and opportunity in the world. And no one will keep that light from shining. Today, our nation saw evil, the very worst of human nature. And we responded with the best of America — with the daring of our rescue workers, with the caring for strangers and neighbors who came to give blood and help in any way they could. Immediately following the first attack, I implemented our government's emergency response plans. Our military is powerful, and it's prepared. Our emergency teams are working in New York City and Washington, D.C. to help with local rescue efforts. Our first priority is to get help to those who have been injured, and to take every precaution to protect our citizens at home and around the world from further attacks. The functions of our government continue without interruption. Federal agencies in Washington which had to be evacuated today are reopening for essential personnel tonight, and will be open for business tomorrow. Our financial institutions remain strong, and the American economy will be open for business, as well. The search is underway for those who are behind these evil acts. I've directed the full resources of our intelligence and law enforcement communities to find those responsible and to bring them to justice. We will make no distinction between the terrorists who committed these acts and those who harbor them.
# “That’s it,” Larry says. “That’s what’s important. ‘And those who harbor them’ I hope he means it. Carter…” “Shh,” says Louise. #
THE PRESIDENT: I appreciate so very much the members of Congress who have joined me in strongly condemning these attacks. And on behalf of the American people, I thank the many world leaders who have called to offer their condolences and assistance. America and our friends and allies join with all those who want peace and security in the world, and we stand together to win the war against terrorism. Tonight, I ask for your prayers
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for all those who grieve, for the children whose worlds have been shattered, for all whose sense of safety and security has been threatened. And I pray they will be comforted by a power greater than any of us, spoken through the ages in Psalm 23: "Even though I walk through the valley of the shadow of death, I fear no evil, for You are with me." This is a day when all Americans from every walk of life unite in our resolve for justice and peace. America has stood down enemies before, and we will do so this time. None of us will ever forget this day. Yet, we go forward to defend freedom and all that is good and just in our world. Thank you. Good night, and God bless America. END 8:35 P.M. EDT
# “‘And those who harbor them,’” quotes Larry again. “That’s what’s important. That’s what we’ve really got to do. They, the terrorist kids, have nothing to lose or they’ve been told they have nothing to lose. But somebody sent them and that’s where we’ve got to go. Not just lob a few missiles at them, not a Bill Clinton war without inhaling. We have to go after ‘those who harbor them.’” “My father would’ve agreed,” says Louise. “But who are they? Who do we go after?” “Saddam Hussein; Osama bin Laden; maybe Yasser Arafat, but he’s too easy, we just have to unleash the Israelis. Maybe the Saudi royal family. Almost doesn’t matter, but it can’t be a free shot to hit the US like this. I hope Bush can do it. I wouldn’t want to be in Baghdad or Kabul tonight.” “But we can’t just go and bomb a lot of innocent people in those cities,” Louise objects. “A lot of innocent people in our city just got ‘bombed’,” says Larry. “Look, innocent people will die as we make ‘those who harbor them’ pay. It’s not fair, but we can’t let this stand. And those ‘innocent’ people also have to not tolerate leaders who are going to bring the wrath of the US down on them. But there has to be a real ‘wrath of the US’, not just bullshit.” “Lar, I don’t know. I know you’re okay; Donna’s okay; Dom’s okay; a couple of other people I checked up on so-far-so-good, thank God. And I know we’re gonna find some friends aren’t okay and friends of friends’ll be dead for no reason. And all those brave firemen and cops who ran INTO the building. You know they have young—” “Are you saying I was a coward to run OUT of the building?” Larry growls. “No, Larry... Is that what’s worrying you? No! No! You were supposed to come back to me. You did what you—”
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“The only thing worrying me is you worrying about what’s worrying me. LEAVE ME ALONE!” He pours himself a drink, goes into his home office, and slams the door. “Nothing will ever be the same,” Louise tells her mother on the phone. Nothing will ever be the same. # It is late on the night of September 11, 2001. George Harcourt’s BMW 750iL looks dusty as it sits nearly alone in the huge parking lot at Princeton Junction. Here and there are a scattering of other cars whose owners will never return for them. The scene is similar at all the commuter parking lots on all the New Jersey Transit and Metropolitan Transit lines that lead to the wounded city. The would-be rescuers are still on the Hudson River docks waiting for treatable casualties that will never come. Some curse and some cry and some joke because they have to. There won’t even be many bodies. The victims are ashes in the still hellish holes.
HOFC Daily Trading 9/11/01 (at close)
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The New York Markets Did Not Open on 9/11/2001 They Reopened on 9/17/2001
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NASDAQ 9/17/01 - 2/15/02
HOFC Daily Trading 9/17/01 - 2/15/02
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Chapter 11: Bear Hug, February 19 – 25, 2002
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Media Contact: Donna Langhorne Chief Financial Officer 212 555 1000 [email protected] For Immediate Release HACKOFF.COM ANNOUNCES FOURTH QUARTER AND ANNUAL RESULTS February 19, 2002 — New York, NY — hackoff.com.® (NASDAQ: HOFC) had revenues of $3.35 million for the fourth quarter of 2001, a decrease of 72% from the revenues reported for the same quarter of 2000 and a sequential decrease of 33% from the third quarter of 2001. The Company’s net loss for the fourth quarter of 2001 was $42 million. This compared to a net loss of $10 million for the fourth quarter of 2000 and a net loss for the third quarter of 2001 of $29.0 million. The Company’s net loss per share was $1.13 for the fourth quarter of 2001 compared to a net loss per share of $0.26 for the fourth quarter of 2000 and a $0.78 net loss per share in the third quarter of 2001. The weighted average shares outstanding for the fourth quarter of 2001 were 37.2 million compared with 38.8 million for the fourth quarter of 2000 and 37.3 million for the third quarter of 2001. The company had a cash-basis loss of $12.4 million in the fourth quarter of 2001 compared to a cash-basis loss $14.1 million in the fourth quarter of 2001 and a cashbasis loss of $13.2 million in the third quarter of 2001. Cash-basis profit and loss is calculated by subtracting sales paid in equity from reported sales and subtracting write offs of equity acquired in equity sales from total write offs. During the fourth quarter of 2001 the Company had SG&A expense of $8.9 million. Of this amount, $.8 million were termination expenses related to reductions in headcount. During the fourth quarter of 2001, the Company wrote down the value of portfolio stocks to the lesser of price at acquisition or the current ascertainable value of the equities. Equities for which no equity valuation was reasonably attainable were valued at zero. These write-downs and write-offs totaled $30.0 million for the quarter. This compared with similar write downs and write offs of $5.0 million for the fourth quarter of 2000 and $18.0 million for the third quarter of 2001.
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The Company used $10.2 million in cash during the quarter compared with $12.4 million in the fourth quarter of 2000 and $10.9 million during the third quarter of 2001. The Company ended the quarter and year with over $26.8 million of cash and cash equivalents. Equities in the Company’s portfolio are currently valued at $8.1 million. The Company has no long-term debt. During the quarter, the Company did not purchase any of its own shares and still has an outstanding authorization to purchase up to 1.2 million shares. Full Year Results Revenues for the year 2001 were $26.4 million, down 55% from $58.0 million in 2000. The Company’s net loss in 2001 was $106.8 million compared to a net loss of $18.0 million in 2000. For 2001, the Company’s net loss per share was $2.87 compared to a reported loss of $0.47 in 2000. Other Recent News • In Q401, hackoff introduced its Monitored hackaway Service®. This service provides hackoff customers with 24x7 active monitoring of their e-commerce sites by the experienced staff of the hackoff Network Operations Center (NOC). It is available for a variable monthly charge to licensees of hackaway software. A new Monitored hackaway Service logo has been developed to further distinguish those e-merchants who provide this extra level of protection to their users. • During Q401, a majority of new hackaway licensees purchased their licenses under traditional 30 day net cash rather than equity payment terms. In all previous quarters, a majority of new customers have been on an equity rather than cash-basis. • Significant new licensees announced during Q401 include leading bookseller iHudson.com, ibillpaynow.com, and cable giant Conphilia. Chairman Lazard’s Comments “No one can be happy about the size of the write-down and write-off we took. However, it is important to recognize that, although the Internet bubble has burst, the Internet has changed all of our lives forever. The share of the national economy devoted to e-commerce continues to grow and hackoff’s services are vital to the growth of e-commerce. “Despite the write-offs, we believe that we have more than ample assets to take us to the time when hackoff not only returns to profitability but also is cash-flow positive. We have over $26 million in cash and cash equivalents and, even after the write-offs and write-downs, our accountants and the Company agree that equity portfolio is accurately valued at an additional $8 million. Of course, there cannot be any assurance that there will not be further write-offs and or write-downs; on the other hand, a stock market recovery could make the equity portfolio more valuable than it is today.
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“Because it is impossible to predict the future of the equity market, we are managing day-to-day as if our equity portfolio did not exist. We have reduced cash burn significantly from last year and even from last quarter. Part of this reduction is masked by the fact that we have one-time expenses for termination as part of these reductions so the full benefits of reduction don’t flow through immediately. “Moreover, the majority of new licensees now pay us on a 30 day net cash-basis. Although these cash payments don’t have the upside of equity, they are better for our cash flow. “Finally, our new Monitored hackaway Service should provide us with additional cashflow. It is not being offered on an equity basis except to some customers whose contracts require us to offer them all services for equity. It requires monthly payments from many customers.” Future Guidance The Company believes: • It has adequate resources to fund its ongoing operations until they are cash-flow positive without the need for an equity or debt offering or any other form of borrowing. • The Company expects to return to profitability in 2002. • The Company expects to become cash-flow positive in 2003. Conference Call and Webcast hackoff.com Chairman and CEO Larry Lazard and Chief Financial Officer Donna Langhorne will host a conference call for interested press and industry analysts at 5:30 PM Eastern Time today (February 19, 2002). Shareholders and other members of the investing public are invited to listen via a webcast. The webcast can be accessed from the Company site at www.hackoff.com/webcast. Questions may be submitted prior to and during the call to [email protected]. These will be answered on a time-available basis and may be combined, condensed, or otherwise edited by the Company at its sole discretion. All submitted questions become the property of hackoff.com. The webcast will be archived and available for a period of time through the same web address. ### It’s 5:00 PM on February 19, 2002. The hackoff.com earnings press release was put on the wire half-an-hour ago. Larry Lazard, Donna Langhorne,
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Aaron Smyth, and an admin whose black jeans have apparently been shrink-wrapped onto her long, thin legs are all sitting around the Polycom speaker phone at Larry’s conference table. They are preparing for the 5:30 conference call with “industry analysts”, which will also be webcast, as advertised in the earnings release. Actually, Donna has carefully supervised who has the call-in number and which requests to take part live in the conference call will be honored. She has, as always, encouraged the analysts who work for the brokerage firms and write about hackoff to participate. She includes analysts who don’t currently write about hackoff in the hope that they will. Companies are judged partly by how many analysts “cover” them. A company covered by few or no analysts gets less respect than one with good coverage. Individuals and funds are more likely to buy stock in firms they can get information about — though they say they no longer trust what analysts write. hackoff has been losing coverage. At its peak, it was covered by analysts from nine brokerage firms, most of them fairly respectable. But the brokerage firms themselves have lost most of their revenue since there are currently no IPOs and very little other financial activity in this scary post-bubble, post-9/11 time. Analysts have been getting sacked, and only the major companies are reassigned to other analysts who complain about being overloaded (but not loudly). hackoff is not among the companies that get reassigned. Now only Barcourt & Brotherson, FCBC, and WSTUC cover the company. Barcourt & Brotherson and FCBC were both leaders of the syndicate that managed hackoff’s IPO. WSTUC was formed by a merger of a number of smaller firms including Web & Stinger, which was also part of hackoff’s IPO. WSTUC, especially, seems to be losing interest in hackoff, and Donna has made several calls and sent a storm of email to encourage them to call in for today’s conference. Eve Gross has called her contacts in the financial press to get them to call in. She doesn’t think it likely that any will. Donna has also called mutual fund managers like John Signal from Semper who still has his job. Tom Chen, hackoff’s original champion at Semper, lost his after the huge fund he managed lost seventy-five percent of its value during 2001 and wound up on the cover of Business Week pictured as a sinking ship. While about-to-be drowned investors clung to the swiftly submerging rigging, a particularly nasty cartoon image Tom Chen prepared his personal lifeboat. Donna hopes there will be at least a few fund managers or large individual investors on the call, but isn’t sure there will be. “Well, here goes nothing,” says Larry. “What are the chat groups saying about the release?” “You don’t want to know,” says Aaron. “It won’t help. It’ll just piss you off.” “Why? What’re they saying that’ll piss me off? What are you trying to protect me from?”
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“I don’t know what they’re saying,” says Aaron. “I never look at them. I just know whatever they’re saying is worthless bullshit and sure to piss you off.” “The hell you don’t look at them! The hell you don’t! Anyway, I need to know what they’re saying. They’re assholes, but if there are parts of the press release they consistently don’t understand, maybe it’s something we should clarify on the call.” “You’re just going to get pissed off,” Aaron persists. “Lar, you sure you want to do this?” asks Donna. “You want me to print it out?” asks the admin. “Good idea,” says Donna before Larry can answer. “Print it out just back to when the release hit the wire and bring us all copies. Beats staring at a screen. Thanks.” When the admin leaves the room, Donna says: “Look, Lar, they aren’t going to like it.” “We were honest. And we gave them constructive guidance,” objects Larry. “We had a thirty million dollar write-off. The value of our portfolio is almost gone.” “They had to know that was coming. That must already be in the price of the stock.” “Trust me. They won’t like it and it doesn’t matter that they don’t like it. We had no choice but to report what we reported.” “But we gave them guidance that the company’ll be fine,” insists Larry. “If it were up to me, we wouldn’t have given them ANY guidance,” says Aaron. “It’s just evidence somebody’ll use in a stockholder suit against us.” “The analysts don’t do projections any more because Reg FD doesn’t let us whisper secrets in their ears,” Larry says. “It’s not like the good old days when we ‘helped’ the analysts figure out the numbers and they made predictions. They’re too lazy to do any fucking work and the new regulations don’t let us do their work for them.” SEC Reg FD — Regulation Fair Disclosure — went into effect in October of 2000. The proclaimed target of the regulation was the cozy relationship between company managers and security analysts at brokerage firms that clearly existed prior to the issuance of the regulation. These analysts were regularly briefed on a “confidential” basis by the company, and given a “headsup” if there were significant changes from what they had been writing. It was just this sort of “heads-up” that hackoff gave analyst John Braxton at Barcourt & Brotherson when it looked like the second quarter of 2000 might be worse than anticipated. Even under the law at the time, trading on insider information was illegal. However, it was a legal and common practice for companies to give this information confidentially to the analysts who covered them, as long as the company didn’t know the information was being used illegally. Each quarter companies like hackoff would hold a “confidential” call with the analysts who covered them prior to the release of earnings. The stated purpose of the call,
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whose contents the analysts were not supposed to reveal until after the company made a public release, was to allow the analysts to ask questions and have their commentary on the company ready to issue concurrent with the company’s results. What actually happened, as the SEC knew full well, was that analysts called their favored (read: “big”) clients with the information before the information reached the general public. This meant that the favored clients could buy or sell on the basis of this information before it became generally known and affected the price of the stock. This practice, of course, affected the price of the stock. This advance information not only endeared the analysts to their firms and the firms to their clients, it also was powerful leverage. In the unusually lucid words of the SEC: “Selective disclosure also may create conflicts of interests for securities analysts, who may have an incentive to avoid making negative statements about an issuer for fear of losing their access to selectively disclosed information.” It was certainly not unheard of for company management to stop returning phone calls from analysts who wrote negative things about them. So Reg FD said, roughly, that top company management cannot make any significant non-public information selectively available to people such as security analysts or investors who may be able to trade or help others trade on the basis of that information. If a company has something significant to announce, it must do it in a public forum such as an SEC filing or a press release. In other words, no more private little chats with goodies for the analysts. But now the analysts don’t know any more about the company than anyone else. In the jargon of the day, they have lost most of their “value add”. Why read what an analyst writes if the analyst doesn’t know anything that you don’t know? There is always the possibility that analysis is valuable because of the THOUGHT that went into it rather than the nonpublic material information, but nobody really believes that. Just one more reason there are fewer analysts available to cover companies like hackoff. Ironically, the companies still want coverage because their investors still ask: “Who covers you?” though they profess to believe the analysts less than they ever did. Now that management is no longer able to talk privately to them, analysts can’t begin to forecast for a company they never really understood and that has no real history, in an industry they don’t understand that has no history either. “So,” Larry says, “since the fucking analysts can’t tell people what our earnings are going to be unless we whisper in their ears and the SEC says we can’t fucking whisper in their ears, there’s no fucking way for people to know what the company is going to do unless we tell them.” “Larry, we don’t know either,” says Aaron. “We don’t know what the company’s going to do. We’ve always been wrong with our forecasts.”
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“We’ve always told the truth,” says Larry. “We’ve always said what we thought the company was going to do. We’re not claiming to be fucking infallible.” “Yeah,” grumbles Aaron. “I’m going to love defending this shareholder suit.” The admin returns and gives them each a couple of pages of recent chat group effluvia to look at.
#
The Chat Board
Earnings Out! by: thewatcher02 (37/M/New Rochelle, NY) 02/19/02 4:40 pm Msg: 77120 of 77136 The earnings release is on yahoo!
Re: Earnings Out! by: ChorusLine (24/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 77121 of 77136
Posted as a reply to: Msg 77120 by thewatcher02
02/19/02 4:41 pm
This looks bad. 30mil writeoff! Huge loss! The street wont like it!
Re: Earnings Out! by: pooper Long-Term Sentiment: Sell Msg: 77122 of 77136
Posted as a reply to: Msg 77121 by ChorusLine
02/19/02 4:43 pm
hackoff is as bankrupt as social security.
The Earnings Release by: Jumbo10 (45/M/New York, NY)
hackoff.com
Long-Term Sentiment: Sell Msg: 77123 of 77136
© 2005 Tom Evslin
02/19/02 4:45 pm
Page 11.9
I’ve changed my sentiment to sell. This is very, very bad. We knew there’d be some write-off but the company never warned us it would be like this; probably giving themselves and their friends time to sell before the news got out. The stock is going to be shit and no one is going to believe that there won’t be more write-offs as long as there is still stock in the so-called portfolio. No wonder the stock has been acting the way it has. The market-makers must have had inside info and been manipulating it ahead of the announcement. They’re all a bunch of crooks. The company is giving guidance that it won’t go bankrupt but I’m not sure the Street’s going to buy that either.
Re: Earnings Out! by: scooper Long-Term Sentiment: Buy Msg: 77124 of 77136
Posted as a reply to: Msg 77122 by pooper
02/19/02 4:48 pm
pooper, your just as much an asshole as your buddy al gore and this isnt a political board. Social security has nothing to do with hackoff and hackoff has plenty of cash not even counting the stock in its portfolio that’s got to go up sometime.
Re: The Earnings Release by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 77125 of 77136
Posted as a reply to: Msg 77123 by jumbo10
02/19/02 4:52 pm
Well looks like jumbo got all his stock sold. Pump and dump works again. Now he changes to a ‘sell’ probably means he’s going to buy more jerkoff. Good chance to lose even more when it goes down the tubes. Lets see how the lizard and the cunt try to spin this one in the press conference. This is real shit, huge loss. Bankruptcy coming. Assets arent worth shit. All the past sales were just bullshit. Don’t say I didn’t try to warn all you jerkoffs. antihack is the only real company in this space.
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Re: The Earnings Release by: scooper Long-Term Sentiment: Buy Msg: 77126 of 77136
© 2005 Tom Evslin
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02/19/02 4:56 pm
Posted as a reply to: Msg 77125 by Alaska60-60
alaska, you’re as much an asshole as your friend pooper and this is not the antihack board. why don’t you stay there where you belong so you can pump and dump that and not bother us here on this board does antihack have any new product like hackoff monitored hackaway? Maybe they will in a year when they copy hackoff as usual.
Re: The Earnings Release by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 77127 of 77136
Posted as a reply to: Msg 77126 by scooper
02/19/02 5:01 pm
does monitored hackaway means that somebody watches you jerkoff? You’d probably like that. if you don’t want to get jerked off, buy antihack
Re: The Earnings Release by: Jumbo10 (45/M/New York, NY) Long-Term Sentiment: Sell Msg: 77128 of 77136
Posted as a reply to: Msg 77123 by jumbo10
02/19/02 5:05 pm
Somebody might buy the company when the stock gets really clobbered. It does have cash and some of the stocks in its portfolio might be worth something. Maybe Microsoft or somebody wants some of the products or patents to or maybe vultures will snap it up. But that’s not enough to make me buy, because insiders always make out like the bandits they are in a deal like that and the stockholders get screwed. Lazard should do the right thing and quit, but he won’t because he wants his payoff.
Re: The Earnings Release by: PacPhil (24/M/New York, NY) Long-Term Sentiment: Buy Msg: 77129 of 77136
02/19/02 5:07 pm
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Posted as a reply to: Msg 77128 by jumbo10
Jumbo, good analysis as always. Do you really think the company might get bought? Wouldn’t that make it go up?
Re: The Earnings Release by: scooper Long-Term Sentiment: Buy Msg: 77130 of 77136
Posted as a reply to: Msg 77128 by jumbo10
02/19/02 5:07 pm
Do you think Lazard might quit? Maybe he will.
Re: The Earnings Release by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 77131 of 77136
Posted as a reply to: Msg 77130 by scooper
02/19/02 5:10 pm
Your an idiot jumbo or just getting reddy to dump more stock. the company is toast — stick a fork in it. Only hope is antihack buys them but they’re not going to pay up for this piece of shit when they can just wait for it go bust and take the customers. First the stocks going under a buck and gets delisted then it falls to pennies then maybe someone buys it for a penny more. scooper why don’t you ask the lizard if hes going to quit. He wont answer anyway but better then asking pump and dump jumbo.
What was the quarter like by: CLess Msg: 77132 of 77136 What kind of quarter did hackoff have???
02/19/02 5:15 pm
Re: The Earnings Release by: scooper
hackoff.com
Long-Term Sentiment: Buy Msg: 77133 of 77136
© 2005 Tom Evslin
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02/19/02 5:15 pm
Posted as a reply to: Msg 77130 by Alaska60-60
I will send in a question. I bet Lazard does answer. I bet he does.
New product by: TestTost (34/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 77134 of 77136
02/19/02 5:15 pm
The porno sites need the monitoring product. People are always trying to hack into them either to see the cunts for free or steal the credit cards of everyone else who is watching them. And the porno sites pay cash to hackoff because they have it. They don’t give nobody a piece of the action for nothing.
Re: Earnings Out! by: ChorusLine (24/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 77135 of 77136
Posted as a reply to: Msg 77121 by ChorusLine
02/19/02 5:16 pm
It’s bad! The street wont like it!
After Market by: thewatcher02 (37/M/New Rochelle, NY) 02/19/02 5:16 pm Msg: 77136 of 77136 hackoff’s trading in the aftermarket. 5k shares down to $1.45.
# “Those fucking assholes,” says Larry. “We already knew they were assholes,” says Aaron. “So what else did you learn?” Larry scans the printout again. “Well, some of them don’t know the difference between a paper loss and a real loss of cash. We’ve gotta make clear
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on the call that we’re not going bankrupt; that we have plenty of cash and even more other assets.” “You already said that in the guidance. You said it more than you probably should.” “They didn’t get it.” “Hopefully most people are smarter than pooper,” Donna says. “That’s not who we sell stock to. Actually, TestTost turns out to be smarter than I thought, some of the blood must’ve gone back to his brain. Maybe he ran out of Viagra. But he’s right about the porno sites and monitored service. Lar, you might want to make that point.” Larry doesn’t answer. “Larry, you okay?” asks Donna. “You hear what I said about the porno ... uh, adult sites?” “Yeah, yeah. I heard. You think those assholes at antihack would try a hostile? You think we have to worry about that?” “Now you’re listening to Alaska,” says Aaron. “I told you we shouldn’t have wasted time on the chat group idiots. Is there anything else we need to do to get you two ready for the webcast?” “We gotta make sure the stock doesn’t fall too far,” says Larry as if he doesn’t hear Aaron. “Maybe we need some takeover defenses. Aaron, you need to think about that. We should plant a question about antihack in the webcast.” “How’re we gonna answer that?” asks Aaron. “Sounds like a sure way to establish a case for plaintiff’s lawyer or even antihack’s lawyer.” “Just do your fucking job and stop being so fucking negative,” says Larry. “If we’re gonna get attacked we fight back, preferably BEFORE we’re attacked. For now I just gotta emphasize the positive — the new product and stuff, the assets — in the webcast. And we gotta have a question — actually, the chat group suggests it — a question about whether antihack has any new product like monitored service.” “How do you know they don’t?” asks Aaron. “They haven’t had time to copy us yet. They haven’t announced it and we’ve announced ours so anything they announce now looks copycat and we’ve got to grab the position of innovators. Here’s the question...” He dictates to the admin: “‘Do you have any competitors? If so, do they have any product like your Monitored hackaway Service? If not, why not?’ Just type that up and get ready to read it when I hand it to you. Also another question: ‘Does this announced loss for the quarter mean that hackoff.com is running out of money?’ Might as well face that one head-on for people who don’t get it. Donna, I’m gonna give that one to you when it comes up.” After a few minutes, the admin dials into the conferencing service on the Polycom. “Hello, my name is Naomi; I’ll be your conference coordinator,” says a voice from the other end. “Do we have the name of the company right for the conference? It’s ... uh…” “hackoff.com,” says Larry.
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“Right, thank you. This is the … uh … hackoff.com fourth quarter and anal … uh, I mean … annual … results conference call…” “Get your mind out of the gutter,” says Larry. He is smiling for the first time today. “Excuse me, sir?” “Nothing, you’re doing fine. It’s the ‘hackoff.com fourth quarter and annual results conference call.’” “Thank you. Are you Mr. Lay-zard?” “Lazard,” says Larry. He is now fighting hard to speak through his laughter. “It’s pronounced … (chokes on laughter) ... pronounced Luh-zard.” “Yes, sir. Thank you. After the announcement of the call, I’ll be giving the participants some instructions and then I turn the meeting over to you; is that right?” “Yes,” says Larry, regaining control. “By George, I think you’ve got it...” “Excuse me, sir?” “Nothing. You’ve got it right. All their phones should be muted when you hand off to me. I’ll be handing off to Ms. Langhorne — you should actually announce that she and I are co-hosting the conference — I’ll be handing off to her. Then she’ll give it back to me. Then I’ll talk for a while; then I’ll tell you to open up … uh, to open the line up … for questions.” He starts to laugh again. “Yes, sir. I think I have that. They’ll be mooted to begin the call. Then we unmoot. What is Ms. Langhorny’s title?” Larry can’t stop laughing enough to talk. He points at the admin to take over. “Uh ... this is Michele Frankel, I’m Mr. Lazard’s assistant. Mr. Lazard’s title is Chairman and CEO, and Ms. Langhorne — that’s LANG-horne — is Chief Financial Officer.” “Okay. Thank you. I show five minutes until the conference time and there are three participants on music hold.” “Good,” says Larry recovering. “Let us know when we’re at start time.” He mutes the phone and grins at Donna who has her reading glasses on and is going over her script. “Langhorny,” he says, “”Are you ready?” She ignores him. Michele the Admin makes last minute arrangements with another admin who will bring her questions as they come off the Web. She brings back a couple of questions that have already come in. Larry looks over them quickly and stops chuckling. HAVE YOU BEEN INDICTED YET, LAZARD? He balls that one up and throws it away. ARE YOU GOING TO QUIT, MR. LAZARD? He keeps that one and numbers it and three other questions and hands them to Michele. Aaron takes them from her and removes two. Larry gestures to him to put them back. Aaron opens his mouth to argue. “I show thirty seconds to start time and seven participants on music hold,” says Naomi the Coordinator.
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Larry motions Aaron to silence and puts all the questions back in the pile. Aaron picks up the gun from Larry’s coffee table, puts it to his head, and mocks pulling the trigger. “Don’t worry,” says Larry. “I know what I’m doing.” He takes the gun from Aaron, puts it to his head, and pulls the trigger. It clicks and he puts it down. “We are at start time and there are nine participants on music hold,” says Naomi. “Let’s wait one more minute,” says Larry. “Sir, Mr. Lazard, are you there?” “Yes. Let’s wait thirty more seconds.” “Sir? Mr. Lazard?” “The phone’s still ’mooted’,” says Donna acerbically, “she can’t hear you.” Larry reaches to unmute the phone but, instead, hangs up the call. “Oh, shit,” he says and lunges for the phone. “What the fuck’s the number? Shit.” “I’ve got it,” says Michele competently. She pulls the Polycom closer to her where Larry can’t reach it and redials. They hear a busy signal. “Oh, fuck,” says Larry. “What else can go wrong? We’ve got to make this shitty announcement and now I disconnected the call. This is a fucking disaster.” “Blame it on the technology,” says Aaron. Michele gets reconnected with Naomi. “I show four minutes past start time and twelve participants on music hold.” She sounds nervous. “Let’s go,” says Larry glumly. “Welcome to the hackoff ... I mean ... hackoff-DOT-COM... Excuse me. Welcome to the hackoff.com quarterly and an-nu-al results conference call. Our hosts are Mr. Larry Layzard … uh, Chairman … uh, and CEO of … uh, the company, uh, and Ms. Langhorny, Chief Finance Officer.” Larry’s not laughing. Donna chuckles and looks back at her script. “For the first part of the call, participants’ phones will be mooted. Later there will be a questions and answer session and the participant phones will be unmooted. If you want to ask a question at that time, press star-one on your phone and you will be put in queue. If you want to cancel a request for a question, press star-two. If, at any time during the call you need technical assistance, press star-zero on your phone. “I will now turn the call over to Mr. Luh-zard.” “Sorry for the uh … delay in getting started. Thank you for joining us and welcome to hackoff’s fourth quarter and full year conference call for 2001. Also welcome to those of you who are listening on the webcast. Remember that you can still email questions to [email protected] and we’ll answer them as time allows. “You’ve already seen the press release so you know we have both bad news and good news. Before I get into that, though, as usual, I’ll ask our CFO Donna LANGhorne to go through the numbers for the quarter with you. After she gives you the numbers, I’ll give you some color from my point-of-view and
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then we’ll take questions from those who are on the phone and, time allowing, we’ll also answer emailed questions. Donna.” Donna reads: “Thanks, Larry. Thanks again for joining our call today. Let me start off again by reading the forward-looking statements disclaimer, then I'll review the line-by-line items of the release. “I want to remind you that, as with our past conference calls, all of our non-historical statements today constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. As with any public company, our ability to perform in accordance with these statements could be materially adversely affected by numerous risks and uncertainties including the factors described in our press releases and the risks disclosed in our SEC filings.” Donna then goes on to recite the numbers in the press release with slightly more detail. She reveals that headcount has been reduced from 160 at the end of 2000 and 115 at the end of the third quarter of 2001 to 105 at the end of the fourth quarter. She emphasizes that some of the expenses in the fourth quarter are as a result of paying severance to those who have been let go and so this part of expense will come down in future quarters. She also says that the company has done a good job of managing its receivables; on the average, money is collected in forty-six days, down from forty-eight days in the previous quarter. Total receivables are also down but, she is careful to say, this is partly a result of lower cash sales than in the previous year. Very carefully, Donna reads the explanation of what the company means when it talks about cash-basis profit and loss. While Donna is reading her script, Larry gets up from the table and wanders around the office. He checks the after-hours trading price of hackoff and mouths a curse when he sees it below $1.40. He reads the growing pile of email questions and writes on them the order he wants them asked. He drinks some water, some coffee, then some water again. Then sits down as Donna nears the end of her presentation. “Now I’ll turn you back over to Larry,” Donna concludes. “Thank you, Donna,” says Larry. He speaks from notes: “Well, no one likes to uh … report the kind of loss we’re reporting this quarter. We know that our investors don’t like seeing these write-downs and write-offs. We don’t like seeing them ourselves…” His voice is fading as he speaks. He stops, swallows, continues half an octave lower and with more force: “It is important to remember that these reported losses, however, DO NOT represent a cash loss for the company, nor do they reflect on our operations. We all know what has happened to the stock market, particularly to the dotcom portion of the stock market, and, not surprisingly, that has happened to our portfolio as well.” Aaron is conspicuously looking away. Donna makes a throat-cutting motion and then winds her forefinger to signal “move on”.
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Larry pauses for a minute as he decodes all the signals, then pushes on, still in a low and slow voice: “Uh ... of course it is certainly possible that the market will move up as well as down and, if that were the case...” Aaron leaps up and writes on the whiteboard: IT COULD CONTINUE DOWN TOO. Donna’s circling forefinger accelerates and tightens its circles. “If that were the case,” Larry closes his eyes and continues: “If that were the case, some of these securities could gain in value.” Aaron sits at the table with his head in his arms. Donna sits back and sighs slightly; she pulls her skirt down further towards her knees under the table. Michele starts to get up to check for more email, then sits down very quietly again. “Of course,” says Larry, now staring at Aaron, “the stocks could continue down as well. There can be no assurance that we won’t have further write-offs and/or write-downs in future quarters.” “Thank you,” mouths Aaron, looking up at the ceiling. “In fact, because the world — and particularly the stock market — is a dangerous place,” Larry continues, more confidently, “we are running the company as if the equity portfolio, as important as it is, didn’t … doesn’t exist.” Donna leans slightly forward and flashes “okay” with a smile and the thumb and forefinger of one hand, but quickly resumes the “speed it up” signal with the other. “As Donna explained,” says Larry, “we are now reporting and managing to what we call cash-basis earnings, the numbers as they would look if we had no income in the form of equity and had never had any income in the form of equity. For the last quarter, our cash-basis earnings were up even though GAAP (Generally Accepted Accounting Principals) earnings were down. We feel this is important. “As we continue to manage cash carefully, our cash-burn for the fourth quarter was less than that for the third and well below that of the fourth quarter a year ago. We are confident that, even if we never cash in any of our equity, we have sufficient cash…” Aaron is frantically writing on the board: THAT’S NOT WHAT WE SAID IN THE RELEASE. THAT’S NOT THE GUIDANCE WE GAVE. STOP! “We have sufficient cash,” Larry recovers, “even if we never do an equity offering or sell debt to take us to the point where the company is cash-flow positive. That’s what we believe.” Aaron sits down but looks more unhappy than ever. Donna slides a note to Aaron. HE COVERED IT, it says. Larry is distracted by the note-passing, but continues: “Uh ... there is other good news this quarter besides our reduced cash-burn and reduced cash-basis losses. We have just introduced our Monitored hackaway Service. Let me explain: This isn’t only a dangerous time in the stock market; it’s also a dangerous time on the Net. Hackers are more aggressive and have better tools than ever before. Because of the SUCCESS of e-commerce — and it has been a success, no matter what the stock market thinks — because of the success of e-commerce, there are more transactions on the Web than ever before; more
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dollars are flowing in e-commerce. Willy Sutton said he robbed banks because that’s where the money is. There is a modern type of bank robber who goes to e-commerce sites because that’s where the money is today.” He looks around for encouragement. Donna smiles slightly. Aaron doesn’t respond. Michele leaves to field more questions. When she comes back, she brings questions and a list for Donna of the people on the call. While Larry continues to talk, Donna crosses off those she doesn’t want to let ask questions and assigns priorities to the others. Michele leaves again and emails the blacklist and priority list to Naomi. The unauthorized will not have their request to ask questions recognized but will hopefully think they are just too far down on the question queue to be heard. “Our current hackaway software-only product is the best available on the market today,” Larry continues. “Our customers — unlike the customers of our competitors — have never had a significant loss when they used our products as directed. But we’re not sitting back on our laurels. There is always the danger of a new kind of attack, perhaps of a kind even WE haven’t thought of. Hence, Monitored hackaway Service. With this service, we are virtually there, on the websites of our customers, looking for attacks. Even attacks of a kind that have never been seen before. And we can counter these attacks before they damage the valuable businesses our customers have built, BEFORE they threaten the retail customers of our customers. “We feel that this monitored service will be essential for e-commerce websites in the future. We think it will generate recurring revenue for hackoff. “That’s it for me. Thank you for listening. Naomi, you can now accept questions from those who are on the conference call. Those of you on the webcast can continue to email in your questions although we may not be able to get to all of them. Naomi.” “We are now opening the phones for questions,” says Naomi on cue. “If you have a question, press star-one on your phone to be placed in queue. If you want to cancel your request to ask a question, press star-two. Your questions will be taken in the order received.” (This, of course, is a lie since she will actually activate questioners in the order supplied by Donna and never activate those on the blacklist.) “If you need technical support at any time, press star-zero. “Our first question,” Naomi announces, “is from Vin Foster at Seller Brothers.” “Hi, Vin,” say Larry and Donna simultaneously. “Hi, guys,” says Vin. On other quarterly calls Vin and other analysts have prefaced their questions by saying “good quarter”; not this time. “Clearly you’re doing the right thing in taking these write-offs now and reflecting market reality. What assurance can we have that there won’t be further write-offs next quarter?” “And he’s our friend?” Larry whispers to Donna. Then he answers: “Good question, Vin. We can’t give you any assurances on that. We can’t predict the market…”
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Aaron and Donna smile their approval at Larry. “However, the market can go up as well as down.” Aaron’s head drops back into his hands. Donna looks away. “It may turn out,” Larry continues, pointedly not looking at them, “that some of these securities have more value than what we’re carrying them for on our books.” “I have a follow-up question,” says Vin. “Go ahead,” says Larry. “When are you going to start selling some of the stocks in your portfolio? Shouldn’t you be turning some of that equity into cash before its value disappears completely?” “I can’t comment on when or if we plan to sell,” says Larry to Aaron’s visible relief. Then, to Aaron’s dismay and Donna’s studied indifference, Larry continues: “Remember, we don’t need the cash. We are managing to the cash we have without selling these equities to give them every chance to regain some of their value when the NASDAQ decides to recover.” Aaron groans almost audibly. “I have another follow-up question,” says Vin. “Vin, you always ask good questions, but we need to give other people a chance,” says Donna in a smiling voice. “Our next question,” says Naomi, “is from John Braxton at Barcourt & Brotherson.” “Hello, John,” say Larry and Donna, not quite simultaneously. “Hello,” says John. “My question is about sales going forward. Are you going to stop accepting equity in lieu of cash? If not, why not? That strategy doesn’t seem to be working.” “No, John,” answers Larry, speaking slowly and with an angry space between each of his words, “we’re not going to ‘stop accepting equity in lieu of cash’. That is an integral part of the hackoff value proposition as you, yourself, wrote many times.” Donna is frantically trying to wave Larry silent but he bulls on: “If it made sense to accept stock when the market was high — and, with hindsight, the market was too high — then it certainly makes sense — more sense — to accept stock when the market is low.” “Not if you ever want to make your numbers,” says John, picking up Larry’s angry tone. Donna puts her hand on Larry’s fist, which is clenched on the table. He flips her hand off, but unclenches. “John,” Larry continues, in a more friendly tone but with a grimace, “we are also now reporting and managing to cash-basis earnings. We do feel that these will have greater predictability and give analysts and investors an easier way to evaluate and track the company.” “Are you saying we should ignore the reported numbers?” asks John, still sounding surly. “We should ignore all the equity sales and all the equity WRITE-OFFS and just look at cash-basis sales? Is that what you’re saying?”
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“John, we could never tell you what to look at and what to ignore,” says Larry in a placating tone. “But we’re not saying that. We just think that the cash-basis gives an additional point of reference. And we are managing to that, as I said.” “What increase in cash-basis sales and revenue are you looking for over the next few quarters?” John asks. “I’m sorry, John, we haven’t given any guidance on that.” “Our next question,” says Naomi, “is from John Signal at Simple Funds.” “We know it’s really ‘Semper’,” says Donna. “Hi, John.” “Hi, John,” says Larry. “Look,” says John Signal, “you’re not giving us very much to go on. You don’t know whether or not you’ll have more write-offs. You aren’t giving guidance on sales earnings. Why should anyone buy or hold the stock? Where’s the upside?” Donna signals to Larry that he should let her answer the question but he ignores her. “Fair question, John,” he says in a reasonable and thoughtful voice, “there are at least two areas where one can look for upside. One: as I said, the stocks in the portfolio COULD go up, I mean stocks do do that…—” “So you’re running a mutual fund?” John interrupts. “I thought you were a software company.” “We’ll leave running mutual funds to you, John,” Donna interjects, as she sees Larry’s jaw and fist tighten. She is using her smiling voice. “You do that much better than we could. You’re right, we are a software company and the ‘number two’ that Larry was about to tell you about is our Monitored hackaway Service.” She briefly touches the inside of Larry’s thigh under the table. “Yes,” says Larry unclenched, “another potential upside for investors is our new service as Donna said. We think it is responsive to the needs of our customers in these ever more dangerous times for e-commerce. And it helps us in our objective to manage to cash since this is a cash-basis service for many of our customers.” “Thank you,” says John. “Our next question,” says Naomi relentlessly, “is from Marshal Manafiore of Manafiore Partners.” “Hi, Marshall, glad you could join us,” says Donna. She called him and emailed him several times to get him to participate. “Hi, Donna, glad to be here,” says Marshal. “My question is why did it take so long to get the monitored whateveritis service launched? You first announced it almost a year ago. You said the market needed it then and that you would have it two or three quarters ago. Has anyone bought it? Have you missed your market window?” “Good questions, Marshal,” says Larry in his thoughtful voice. “I’ll start with the last one first. We haven’t missed our market window for the simple reason that no one else has come out with a product — a service, actually — like this. The customers’ need is not yet being met. We were later with the
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product than we would have liked to be,” he continues. “As John Braxton pointed out, we’re a software company and somehow software never seems to get done on time. But we’re still the only ones with this product. What was the other part to your question?” “Has anyone bought it yet?” Marshal repeats. “We have no announceable sales at this point in time,” says Larry. “Remember that customer confidentiality means we can’t announce sales without our customers’ permission.” “You’re not violating anyone’s confidentiality if you just say whether you sold any of this service yet. I didn’t ask you WHO you sold it to. I just want to know—” “Marshal, I’m sorry,” Larry interrupts. “We don’t break out sales by individual product line and this is not information we have disclosed. It might be deemed to be material and, at this point, it is non-public. I’m afraid I just can’t answer your question other than to say that we believe this product meets a very important need of our customers and will be good for both hackoff and hackoff’s customers going forward.” He pauses then says: “There have not yet been any sales of Monitored hackaway Service.” PORNO, Donna writes on the whiteboard and TESTTOST! “Marshal, I CAN tell you,” Larry resumes, “that our Monitored hackaway Service is of particular interest to the adult segment of e-commerce. These customers have traditionally been cash rather than equity-based for hackoff. And, because the adult segment does have a valued product and a high number of credit card transactions, they are particularly vulnerable to the kind of attack our new service is designed to protect them against.” “Mr. Lazard,” says Marshal very coldly, “much of the money my firm manages comes from some very fine Christian groups. You’re telling me that no one is buying this new product but that, if anyone ever does, it will be godless pornographers who corrupt the youth of our country and destroy its values? I have no further questions, and you can certainly not expect any future investment from my firm.” “Nice move, Donna,” says Larry in an aside away from the Polycom. “We have a question from one of the participants in the webcast,” he says to the Polycom, and cues Michele. “Mr. Lazard,” Michele reads, “do you have any competitors? If so, do they have any product like your Monitored hackaway Service? If not, why not?” “Good question,” says Larry. “There is a company called antihack that likes to consider itself a competitor to hackoff. They sell a product to e-commerce sites that they claim provides protection from hackers, so I guess that makes them at least a wannabe competitor, even if many people think their product is vastly inferior to ours. antihack does not have a product like our Monitored hackaway Service; at least they haven’t announced one. And it’s very hard for me to believe that they have the technical capability to develop something like this even though they do like to copy hackoff products. It took us a lot longer than we would have liked to get this product out; I don’t think
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they could do it ever — not without violating our patents. Let’s take another one of the webcast questions.” “Mr. Lazard,” Michele reads, “are you going to quit?” “I am not!” says Larry with a smirk. “I don’t quit. Moreover, this is an exciting time for hackoff — a time of challenge and a time of opportunity. I’m looking forward to being profitable again and cash-flow positive and to the success of our new service.” Donna sticks her finger down her throat, but smiles. “Let’s take one more webcast question and then get back to the phones,” says Larry, apparently pleased with himself. “Mr. Lazard, does this announced loss for the quarter mean that hackoff.com is running out of money?” “I think Donna and I have already answered that,” says Larry, “but let me hand off to Donna to address it again.” “Thank you, Larry,” says Donna, “and thanks for the question. I understand that our reported loss for the quarter is disturbing to our stockholders. However, it is important to realize that this is an accounting loss; it doesn’t affect our actual cash position. As Larry and I have said, we are managing the company to be cash-flow positive as soon as is reasonably prudent. And we believe that our current resources are adequate to fund our cash-flow needs until we are cash-flow positive without the necessity of selling equity or going into debt.” Larry claps silently at Donna. “Naomi, let’s have the next question from the phones.” “Our next question is from Sam Marquant of Distressed Value Newsletter,” says Naomi. HE WAS SUPPOSED TO BE BLOCKED, Donna writes on the blackboard. FUCK UP! WATCH OUT! If Aaron were a dog, his hair would be standing straight up and he would be straining at his leash. “There are two parts to my question,” Sam begins. “One: are you buying back any more shares, and if not why not? Don’t you believe in the company?” “Sam…” Larry starts to answer. “That’s just the first part of my question. Two: at what price would you sell the company? I mean you guys have to do something to realize value for shareholders.” “We feel the current stock price significantly undervalues the company,” says Larry. “We would be hurting the interest of the shareholders if we sold the company for anything like this price.” “Then,” continues Sam, “why aren’t you using some of your cash to buy back stock? Your board has authorized it. You can’t have it both ways. If the stock is undervalued, you ought to buy it. If the company is not undervalued, then you ought to sell it — or don’t you have any offers?” “This would not be the right place to talk about offers that have not previously been disclosed,” says Larry. “Then you’re saying there are some offers?”
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“I didn’t say that,” says Larry. “If there are any offers — and I’m not saying there are — then clearly we don’t think they’ve reached the stage when we should make them public. For example, because we’re not negotiating. And, if we haven’t made offers public, we certainly wouldn’t announce them on this call. That would be a violation of Reg FD. I have nothing further to say about offers that may or may not have been made for the company.” “If the current stock price undervalues the company...” Sam begins again. “I think it’s time to give someone else a chance to ask a question,” says Donna. “Naomi, what do we have?” “We have a question from Vin Foster at Seller Brothers. Mr. Foster, go ahead with your question.” “If the current stock price undervalues the company,” says Vin, “then at what price is the company fairly valued? What would you sell the company for?” “Vin, you know I would never answer a question like that,” says Larry. “If we were to sell the company, it is our fiduciary responsibility to get the best price we can for shareholders. We don’t do this by publicly stating our negotiating position.” “Do you think a fifty-percent premium to the current price would be sufficient?” Vin asks. “Frankly, no. The current price is way too low.” Aaron is gesturing frantically, but Larry continues: “I am not going to answer any further questions on a possible sale of the company.” “Then can you say why you are not buying back the stock?” “I think I already answered that question.” “No you didn’t,” argues Vin. “Sam asked you, but you never answered.” “As you know,” says Larry. “We have an open authorization from our board to buy back up to 1.2 million shares of our stock. We have not disclosed and will not disclose at what prices we would do that. Clearly such disclosure would not help us achieve the best market price for our shareholders—” “So you expect the price to go down further and are waiting for a LOWER price to buy your stock?” “I didn’t say that. I think we’ve now run out of time. Thank you all very much for participating in the call. Remember the webcast will be available for listening to online in about an hour and will remain available for the next thirty days.” He stretches and hangs up the Polycom. “Jesus, that was awful,” Larry says to Donna and Aaron. They say nothing. “Is it okay if I leave now?” asks Michele. “I have a date...” “Go ahead,” says Larry. “Have fun.” “I can stay if you need me,” she says. “Thanks,” says Larry. “Go!” #
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On Friday, February 22, 2002, hackoff stock closed down twenty-six cents at exactly one dollar. At the beginning of the week it had been above two dollars. On Sunday night, Louise answers the phone at the Lazard home. “Larry,” says Louise, “it’s George Wrobly on the second line.” “What the fuck’s he want?” asks Larry. “Why don’t you talk to him and find out? He’s on hold.” “Lazard,” Larry says when he picks up the phone. “Larry,” says Wrobly, “this is George Wrobly, antihack CEO. How are you?” “I thought it was George Wrobly, the milkman,” says Larry. “What the fuck do you want?” “Rough webcast last week,” says Wrobly. “What do you want?” Larry repeats. “Larry, you know we at antihack have a lot of respect for what you’ve accomplished at hackoff. Together with us, you’ve helped build an industry—” “George, we haven’t done shit together. We innovate; you guys copy us. Tell me what the fuck you want or I’m hanging up the phone.” “The Street hasn’t been kind to either of our stocks lately,” says Wrobly. “But it’s been particularly unkind to hackoff. We think it’s time to reopen discussions about a merger.” “We never OPENED discussions. There’s nothing to reopen.” “I think if it hadn’t been for the unfortunate events of 9/11…” “Bullshit,” snaps Larry. “Do you want us to buy you? That what this call is about?” “No, Larry. I don’t think you’re being realistic. I have authorization from my Board to open discussions with you on a friendly acquisition of hackoff by antihack.” “Talk about not being realistic, you asshole. What are you going to use to buy us with? Your overpriced stock? Your borrowed cash that you’re running through? You just want our cash to pay back your fucking debt. You want to steal our equity portfolio.” “We’re prepared to make you President of the combined company,” says Wrobly. “George, there is no way in fucking hell I would work for you. Do you think offering me a job is going to make me sell my company to you assholes?” “Larry, I think you’re making a mistake. The combined company will be very strong and I’m sure you could make a significant contribution to it.” Wrobly seems relieved that Larry has not accepted this part of his offer. He continues: “ If you would rather look for other opportunities after the acquisition, we would be prepared to offer you a substantial settlement in return for help with the transition and a non-compete. Frankly, Larry, if you’ll let me give you some friendly advice…” “George, you are not my friend so stuff the advice. Forget trying to bribe me to sell out the company; it’s not gonna happen. Forget about a friendly acquisition.”
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“Larry, are you saying that you won’t even listen to an offer? I don’t think that’s consistent with your fiduciary responsibility to your shareholders.” “George, who’s in the room with you?” asks Larry. “Just a second, please...” The line goes still as Wrobly mutes the phone. Larry hangs up. In a few minutes, the phone rings again. Larry writes down the caller ID but doesn’t answer. Instead he goes to his computer; enters the URL for www.411.com; and does a reverse lookup of the phone number. The next time the phone rings, the caller ID is the same and Larry answers. “George, you’re in your fucking lawyer’s office. How many lawyers you got standing around listening to our ‘friendly’ call?” “We’re very serious about this, Larry,” says Wrobly. “I do have our corporate counsel with me and representation from our outside firm of—” “George, anyone ever tell you it’s polite to tell someone when you have other people listening in on a call? Anyone ever tell you that it’s especially important when those other people are fucking lawyers and the other party doesn’t have a lawyer present? Anyone ever tell you that?” He hangs up. The phone doesn’t ring again. Larry calls Aaron Smyth and gives him an almost verbatim account of the call with Wrobly. “Can’t fault their timing with our stock under a buck,” says Aaron. “For now we’re okay. You do have a responsibility to listen to offers but there is no way you have to be on a call with attorneys present without having representation of your own. One of the few things no one could sue us for. I’m surprised they fucked up this way.” “I don’t think Wrobly thought I’d figure out there were other people there,” says Larry. “But he kept turning his mouth away from the phone so I knew he was trying to get clues from someone ... asshole.” “Now we’re going to have to hire a takeover firm,” says Aaron. “They’ll be back and we’ll have to deal with them properly.” “What kind of takeover firm?” “A takeover law firm. They’re going to make some kind of offer. We probably won’t like it. We need to be prepared to fight.” “We don’t like it, we just say ‘no’. How many lawyers does it take to say ‘no’?” “It’s a specialty like anything else. We have to have the best legal counsel we can get — and bankers. Maybe Barcourt again.” “We’ve got to pay a BANKER? ” “Millions,” affirms Aaron. “For what?” “For a fairness opinion, at least. At most, we want to look around and see if there are other offers. We have to do what’s right for the shareholders. More important, we have to APPEAR to do what’s right for the shareholders.” “It’s not right to spend millions of dollars of their money just because an asshole like George Wrobly calls me up and tries to bribe me in an effort to steal my company. They’ll call back; you’ll be on the phone. We’ll listen to their offer; take notes’ then say ‘no fucking way’. Don’t need to pay a banker and
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lawyers to do that. Don’t want to have a banker out looking for other people that want to steal the company at this price either.” “Larry,” says Aaron, “it sucks but that’s what we’re going to have to do. Also we’ve got to have a Board meeting right away. You need to give the Board a heads-up on what happened tonight.” “Right. We do need to talk to the Board. Hope those pussies have some balls. This is gonna be a fight. Okay if we wait ‘til morning? It’s after ten.” “I think you ought to try to get to them now,” says Aaron. “At least it’s got to be clear that you tried. Wrobly and his lawyers gave you a little breathing room by fucking up but they’ll be back. Better we use the time as best we can and be prepared for them.” “Okay... I’m saying ‘okay’ to calling the Board and trying to set up a meeting as soon as we can. I’m not okay with extra lawyers and hiring bankers and all that crap. But you better be prepared to discuss it all with the Board. I’m going to try to get us set up for eleven tonight, or twelve. Can you do that?” “Not much choice,” says Aaron. Larry’s next call is to Donna. Again, he describes the call with Wrobly. “Can’t fault their timing with our stock under a buck,” says Donna. “Maybe we have to consider it.” “WHAT?” Larry shouts. “Why the fuck would we merge with those assholes?” “Because we’d own the industry. We’d be the only serious source for anti-hacker protection. Because we’re not making it on our own, Larry, face it. You want to do more quarterly webcasts like the one we did last week?” “Bullshit. Monitored Service is gonna work. The portfolio will regain value. This is the bottom. That’s not the time to give up.” “Larry, look, you’ve done a great job so far, but the market’s turned against us. In hindsight, maybe so much reliance on equity wasn’t a good idea. We’re late getting Monitored Service out and it will be a long, tough road to make it successful. That’s all a lot easier if we’re not competing with antihack anymore, if we have their customers AND ours to sell Monitored Service to. Think about it.” “Donna, you think about it. You think a company’s gonna work with George Wrobly running it? That pussy couldn’t find his way out of a paper bag. Over my dead body!” “Is that your problem, Larry? Is it all about ego? All about you won’t be the chairman and CEO of the new company? Is that what’s bothering you? Look, from what you told me about Wrobly’s call you can be in or you can be out with a big settlement. Either way, you’re a big stockholder. The new company wins, you win too.” “The new company isn’t going to do shit with Wrobly as CEO,” says Larry. “It isn’t about me. Shit, I don’t care if I retire and go mushroom hunting for the rest of my life or take the money and start another new company. But Wrobly can’t run this one. He’s not up to it. And I’m not gonna get bribed to leave and have him fuck up everything I’ve … we’ve done.”
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“Lar, this shouldn’t be personal. It’s not about us. It’s about knowing when to hold ‘em and knowing when to fold ‘em. This may be the best time to get out. We’ve got to listen.” “I’m setting up a Board call for eleven,” says Larry coldly. “I thought you’d be on the right side on this but, either way, I fight. And it starts with the Board. Can you make eleven? It’ll be on my conference bridge.” Call-waiting chirps on Donna’s phone. “Just a second, Lar, I’ve got another call.” The other caller is George Wrobly. Donna tells him she’ll get back to him in ten minutes, then tells Larry: “Can’t do eleven, Lar, I’m sorry.” “What do you mean you can’t do eleven? This is such a great opportunity we have to listen to that asshole Wrobly and now you don’t have time for a Board call?” “I can’t do eleven, Larry. What about eleven-thirty? Twelve? Tomorrow morning?” “Twelve. I’ll get back to you if the others can’t make it.” He hangs up without waiting for an answer. Donna goes into the bedroom and wakes her husband. “Francis,” she says, “this may be the opportunity we’ve been waiting for.” She tells him about Wrobly’s call to Larry; Larry’s call to her; and the call she received from Wrobly. “But Larry’s right, Wrobly is a ‘pussy’ and he can’t run the combined company, at least for long.” “And that’s the opportunity you see, babe?” “That’s the opportunity. I assume Wrobly’ll offer me the CFO slot. He’s got some jerk in there now. But then how do we move Wrobly out so I can take over before he wrecks the whole thing? Merging the companies’ll be tough. He doesn’t have the balls for it; he could fuck it up.” “He have the hots for you?” “No. No interest as far as I can tell.” “Could he?” “I don’t think so. I don’t think that’s his weakness.” “Even you?” “Francis, I’m being realistic, not modest. I don’t think that’s how we get rid of Wrobly.” “Is he gay?” “Don’t think so. I think he just isn’t much below the belt. He’s a glad hander, a lightweight; and I don’t think he cares much about sticking his cock anywhere.” “It’s a gamble, babe,” says Francis. “You could end up working for the jerk for too long and the company goes down the tubes. Other hand, he’s as weak as you say he is, we ought to be able to figure out something. You got to make sure you have plenty of exposure to the Board. You’ve got to have a Board seat like you have at hackoff so they know you when the time comes. Thing to do now is listen hard to what he’s about to offer you.” “Otherwise I’m stuck with Larry... He was a good founder. He sucks now. Gotta look at making a move.”
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“You record the call,” says Francis. “And you assume he’s recording the call, too. Probably has someone else listening, telling him what to say, just like he did on the call with Larry. So you don’t say anything you don’t want recorded. Let him talk... Good luck.” “This is a very irregular call,” says Donna to Wrobly a few minutes later. “I’m returning it only because I have a duty to my stockholders to listen to whatever it is that you might want to say.” “Right,” says Wrobly. “I assume that our friend Larry told you about the call he and I had.” “I’m certainly not going to discuss any communications I had with my CEO." “Right,” says Wrobly again. “Well, in case you don’t know, we’re interested in making an offer for hackoff.” “Have you made an offer?” Donna asks. “Not officially. My conversation with Larry didn’t get that far.” “Are you going to?” “We’d like it to be friendly. We think that’s better all around.” “Of course,” says Donna. “What did you want to talk to me about?” “When we put the companies together,” says Wrobly, “it’s important that we get the best person into each slot in the combined company, regardless of which company they came from originally.” “Of course,” says Donna. “And people we don’t have slots for, it’s important that we treat them well. It’s important that we be fair. We don’t want there to be any losers, just winners.” “Of course,” Donna says again. “So, for example,” says Wrobly, “let’s take Dom Montain. We’d want him to be the CTO of the combined company. Do you think he’d consider that position?” “I agree that he’d be the right person. He has lots of offers, lots of opportunities. He also has a lot of stock he never sold that he’s pretty bitter about and he has lots of options that are way underwater. I think we’d … you’d have to find a way to make him feel that he’s going to get whole. He also needs to feel very appreciated. If he doesn’t think he’s respected, he’s outta here no matter how many dollars or options you throw at him.” “That’s just the kind of input I was hoping for, Donna. I think you can be a huge help during a transition. You know the company; you helped build it. You know the players. I’m sure they all respect you.” “And?” “And it’s very important that we have your full cooperation during a transition.” Donna is silent. “For that reason, we’re prepared to offer you a very generous package contingent only on your cooperation during the transition and, of course, a non-compete.”
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“You see whats-his-name — Marvin — staying on as your CFO?” asks Donna in a choked voice. “Well, of course,” says Wrobly, “just as I’ll stay on as CEO. But we are prepared to…” “What about…” Donna looks up to see Francis, who has been listening, signaling her to silence. “What about what?” “Nothing. Go ahead.” “Well, I think that’s about it. I mean it’s too soon to be specific but I just wanted you to know our intent, that we intend to treat you very fairly and very well. You could come out of this a very rich lady.” “I think you’re trying to bribe me,” says Donna. “I think you’re trying to buy me off in an improper way. My opinion on your offer, if we ever see your offer, will be based purely on the interests of the hackoff shareholders, not on some special deal you offer me. This call is improper. I listened to it because I thought my duty to shareholders requires that. But I am not going to be bribed.” She hangs up. Donna looks aged. Her cheeks implode slightly, her shoulders hunch. “You were great, babe,” says Francis. “You almost lost it for a minute but you were great.” He hugs her and she responds slightly, then pulls away. “I don’t fucking believe it — Marvin for CFO. Maybe the fucker IS gay. Marvin might make a good controller; he can count. Ever hear him on a quarterly call? Ever shake his hand? I could’ve made this work. I don’t believe it.” “Maybe you threaten him, babe. Maybe you’re too sexy; for sure, you’re too smart. Guys like him, they get spooked easy. Maybe he senses you’d have his job in six months.” “I mean I’m still stuck with Larry,” says Donna. “You have me. We’ll figure a way to make things happen. We’ve figured things out up to now. We’re a great team and the beauty is no one knows it.” He hugs her again. “Sometimes I believe that,” says Donna. “Sometimes I do.” She rubs the back of his neck. “Why don’t you take one of those magic purple pills? That way when I get off the Board call, you’ll be ready.” “For you, anything,” says Francis. # At midnight, Board members Joseph Windaw and Joanne Ankers join Larry, Donna, and Aaron on a conference call. Franklin Adams was unreachable. Larry describes his call with George Wrobly, only slightly downplaying the heat of his own reaction. “Comments?” “Obviously,” says Joanne, “we have to listen to what they have to say. This is not a good time for the company. A combination may well make sense.”
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“This combination doesn’t make a whole lot of sense,” argues Larry. “Not to me. Wrobly’ll run the combined company into the ground. And the company’s not doing that badly. The market is doing badly. That’s a very different thing. We’re responding. Our new service will be a big help. This isn’t the time to fold.” “Can’t fault their timing with our stock under a buck,” says Joe Windaw. “Frankly, though, I don’t like the way Wrobly approached you. I think it was insulting. I don’t think it speaks well of him. But we are still going to have to listen. Aaron, what do you think’ll happen next?” “I think there’s a good chance they’ll try a bear hug,” says Aaron. “I think we may see a letter in the morning with a specific offer in it plus a deadline for responding. They’ll know that we have to make something that specific public. We can’t just quietly turn it down. They won’t want to go hostile so that will be their attempt to force us into ‘friendly’ negotiations.” “Friendly, my ass,” says Larry. “I don’t get ‘forced’ into anything and then call it ‘friendly’. If they want to fight, we should fight. There’s nothing fucking friendly about this.” “Larry, it’s not about you,” says Joanne. “It’s about what’s best for the shareholders. Under the right circumstances, Big Router would be in favor of a sale of the company.” “Joanne,” says Donna, tartly, “when we’re meeting as a Board, you don’t represent Big Router; you represent the interests of all the shareholders. I hope you remember that.” “I resent that. I am perfectly well aware of my fiduciary responsibilities. I want to remind you, however, that Big Router does not have a fiduciary responsibility to anyone when it votes its shares. It can and will do that in its own best interest — in the interests of the shareholders of Big Router. We are also free to sell our shares—” “At the moment,” says Aaron, “I think I should point out that we are all in possession of material insider information and are likely to be in that state through any negotiation. We are not free to trade the stock or cause others to do so.” “I KNOW that,” says Joanne. Her teeth are clearly clenched. “IT IS NOT in the INTEREST of ANYONE to entrench hackoff management — except maybe management itself.” “Let’s all calm down,” says Joe. “It’s late and this discussion isn’t fun for anyone. I’ve been through more of them on both sides than I care to remember. Aaron, assuming you’re right that they’ll try a bear hug — and I would bet they are, ‘cause it’s what I’d do — assuming you’re right, what’s our next move going to have to be?” “Well, I’ve already discussed it some with Larry. We’re going to need to engage special takeover counsel and we’ll need bankers to evaluate the proposal and give us an opinion…” “I have a problem with that,” says Larry. “Okay, look, if they make a reasonable proposal, if they were to offer five dollars a share, for example, sure we’d have to look at it. And we probably need to pay bankers a couple of million
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dollars to look at it, too, just to cover our asses. I understand that. But that’s not gonna happen. What’s gonna happen is they’re gonna make some ridiculous low-ball bid to try to take us out now when we’re weak. We even LOOK like we’re considering it; we hire bankers to look at it and all that bullshit; it looks like they’re in the ballpark and either they get us cheap or someone else does. I say when we get their bullshit offer we say in the right legal language: ‘Bullshit. That offer is crap. End of story.’ If it turns out I’m wrong, if they make a real offer, fine; we look at it. But that isn’t gonna happen. Anyone wanna bet?” “How do we know what’s a reasonable offer?” asks Aaron rhetorically. “I mean in a legal sense. Sure, if they offer us less than we’re trading for, we could probably claim that the market has set a price for us and they’re below it. Even then, there may be some case law the other way. But the argument cuts both ways. If they offer us more than we’re trading for, how does the Board justify turning it down out-of-hand? If a banker says it’s too little; that’s one thing and we can act on that. We get sued anyway, but it’s probably not too bad. But just on our own, how do we justify saying ‘no’ and not even being open to negotiation? I think that’s a dangerous path.” “So,” says Joanne, “we’re going to be negotiating with them no matter what, so I think management needs to be realistic about that.” “Wrobly called me, too,” says Donna. “What?” Larry shouts. “WHAT? Why didn’t you say anything?” “He called me after you called me.” “Why didn’t you say anything now? You—” “I didn’t get a chance, Lar. You were telling the story. But I think before we go rushing off negotiating with these guys everyone needs to understand, the Board needs to understand, that they have not been acting properly. The call to you was marginal; the call to me was completely out of line.” “Why did you talk to him?” Larry demands. “I didn’t know what he was going to say. I had to listen to find out what he was going to say. I also feel I have a responsibility to shareholders to go the extra mile to listen. And, if we decide to fight, then anything I learn is helpful.” “What did he say?” asks Larry. “He tried to bribe me. He offered me a big package if I would ‘cooperate with the transition’ and sign a non-compete.” “Why’s that a bribe?” asks Joanne. “Did he say this was in return for your vote as a Board member?” “No,” says Donna. “Not in those words. He didn’t have to. It was very clear what his intent was. There would be no transition to cooperate with if the Board votes his offer down.” “I don’t think that sounds like a bribe,” says Joanne. “Contacting Donna directly at this point was in very poor taste,” says Joe. “It was at least that. Donna, did he offer you the position of CFO of the combined company? A raise? More options?”
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“He just talked about transition,” says Donna. “I think he was waiting for me to ask for that, frankly, but I wasn’t about to initiate that sort of discussion or even continue the discussion once it was clear he was trying to bribe me.” “I still don’t think it’s clear,” insists Joanne. “Aaron,” says Larry, “this guy makes a couple of improper calls. He calls me with lawyers on the line; doesn’t tell me. Then he calls Donna; offers her a bribe or comes very close. Just think about it, doesn’t that give us some room when we respond? Any reason we can’t make public what an asshole he is; how he’s trying to bribe management not to work in the best interest of the shareholders?” “Do we have any evidence for this?” asks Aaron. “I taped the call,” says Donna. “Thought it might be a good idea.” “I’ll listen to the tape if that’s okay,” says Aaron. “See how helpful it is.” Aaron advises the Board that, after they receive a formal letter with an offer, they will only be able to keep it confidential for a limited period of time. Relevant security law requires them to report significant events but does allow some latitude for the need to negotiate in private. Specifically, he tells them, if they are engaged in serious discussions and the results are not known because, for example, terms have not been agreed, they are probably safe in not making a public disclosure. However, if word should leak out of their discussions or if they have any good reason to think word is going to leak out, then they will be obliged to disclose them promptly. Likewise, he tells them, if a definite offer is made and they reject it, they must almost assuredly have to reveal the offer, their rejection of it, and — most dangerous from a potential litigation point of view, their reasoning in rejecting it. This is why, he tells them, they need to hire both an outside counsel skilled in takeovers AND a banking firm to give them an independent view of the value of the company and thus a defensible reason for rejecting an offer. After a long argument, Larry agrees to engage outside counsel first thing in the morning. His exhausted Board of Directors agrees not to require him to begin the process of engaging an investment banker unless and until they actually receive an offer. Larry holds out the possibility that an offer will be so patently absurd that they can simply reject it out-of-hand and eliminate the need to hire a banker. Joanne strongly disagrees. Joe weakly disagrees. Donna points out that, in any case, they really don’t have to make a decision until they see what they receive from antihack. So they decide not to decide on whether to engage a banker until they receive something from antihack and until they consult the takeover lawyer Aaron will hire in the morning. “Is my tape of what Wrobly said enough to stop them?” Donna asks Francis as she prepares to join him in bed. It is 1:30 AM. “Probably not. I’d win a case against you in a New York minute if you don’t at least listen to them, even with the tape. Aaron’s right that it might buy you some time, though.” “Actually, it was Larry who said that.”
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“He a lawyer now, too? Anyway, you don’t listen, you don’t have a good reason for turning them down, you get your ass sued.” “You going to sue my ass again?” asks Donna softly. “Not what I had in mind to do with it.” “You take your purple pill?” She pulls back the covers. “Oh yes you did. That’s huge. How long’ve you had that?” “About an hour waiting for you to get off the phone. I’m gonna be a wreck for my client meeting in the morning.” “This one of those four hour or more jobs they talk about in the ads?” asks Donna, wrapping her hand around his extremely stiff prick. “You know if you have one of these for more than four hours we’re supposed to take you to the hospital, make sure you get treatment. What shall we do with him?” She is naked now and rubs his prick between her breasts. “Can we make him even bigger?” “He’ll burst. You want him to blow up all over you or in you?” “Oh, definitely in.” She straddles him. “The other way,” he says. She turns around facing his toes and places the tip of his prick at the entrance to her cunt. “I said the other way,” he says. “Ouch,” she says. “That’ll hurt. I want him in here.” She lowers herself onto him. He lies very still. His long body is thin, almost emaciated. He has straggly pubic hair, a few hairs on his chest and his armpits, no other body hair visible. “I’ll make you a deal,” she tells Francis. “He comes in here like a good boy and I’ll probably be so excited, he stays stiff, you can put him anywhere you want. Do whatever you want with him for the next three hours until we have to take him to the hospital, get him reduced.” “We should be so lucky,” he says but thrusts upward. ### February 25, 2002 Mr. Lawrance Lazard Chairman and CEO hackoff.com, Inc. 65 Broad Street New York, NY 10004 Dear Mr. Lazard: The Board of Directors of antihack, Inc. have authorized me to approach you in your role as Chairman of the hackoff.com Board of Directors in order to propose the acquisition of hackoff.com by antihack, Inc. The Directors have authorized me to
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extend a conditional proposal to tender for hackoff.com common stock in an exchange for common stock of antihack which will be issued for this purpose. The proposed exchange ratio is one share of antihack stock for each 2.5 shares of hackoff.com. As you are aware, valued at the close of the NASDAQ yesterday, this represents a premium of 25% for holders of hackoff.com common stock. At the completion of this transaction, we anticipate that former holders of antihack common will own 70% of the combined company and former hackoff holders will own 30%. This ratio was calculated based on our best knowledge of the number of hackoff shares outstanding from your most recent public filing. This proposal is not binding on antihack at this time but is extended in sincerity to advance a combination which we believe is in the best interests of the shareholders of both companies. This proposal is conditioned on several factors some of which, without limitation, are: acceptance of this ratio as a basis for more detailed discussions by the hackoff.com board no later than midnight February 27, 2002 including a 30-day “no shop” provision; a timely definitive agreement approved by the boards of both companies; favorable fairness opinions rendered by qualified investment bankers for both firms; successfully obtaining all regulatory approvals including, without limitation, Hart-Scott-Rodino; successful completion of due diligence by antihack and its agents; the receipt of various warrants and representations from hackoff officers the exact content and form of such warrants and representations to be specified later; approval by the Securities and Exchange Commission of an appropriate proxy to be distributed to shareholders of both corporations; agreement by NASDAQ that the shares of antihack as the surviving corporation will continue to be listed by and traded on that exchange; favorable votes as required by applicable Delaware law by the shareholders of both corporations; such other conditions as are usual and customary in transactions of this sort. The Board of Directors of antihack, Inc. reserve the right to withdraw this proposal at any time with or without cause. Larry, I sincerely hope that you and your Board will respond to this proposal in the constructive spirit in which it is offered. I and my Board believe that a combination of hackoff and antihack will be favorably viewed by both financial markets and customers. We believe that there are substantial synergies possible in such a combination and that
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the combined entity will have an enhanced ability to compete in a very competitive market segment. We have kept knowledge of this proposal to a very small circle of people with a need to know. It is our hope that you will do the same until we are able, within the next couple of days, to make a positive joint announcement. At that point, we will be able to allay some of the natural concerns that employees of both companies may have and make clear to customers that this combination is very much in their interest. Of course, whatever the outcome, we believe that this proposal is significant material information that will need to be publicly disclosed in the near future in a way fully compliant with Regulation FD and other relevant laws and regulations. If you and your Board have any questions about this proposal which would be helpful to you in reaching what we hope will be a favorable decision, please do not hesitate to contact me either at the antihack offices, at my home (914.555.6980), or on my mobile phone (917.555.4756). I will be available to you at any time night or day. Yours very truly, George Wrobly Chairman and CEO ### William Smothers of Arthur Williston Smothers (the ‘Smothers’ in the firm’s name is his uncle Howard) is the high-priced takeover lawyer Aaron Smyth has engaged as instructed by the hackoff.com Board of Directors. It is now 2:30 PM on February 25. The letter from antihack was received at 10:00 AM. Smothers has studied it and is now advising the hackoff Board in a conference call from his midtown office. Larry, Donna, and Aaron are in Larry’s office at hackoff in lower Manhattan. Joseph Windaw, Franklin Adams, and Joanne Ankers have called in from Chicago, Bangalore, and San Jose respectively. “This is what is called a bear hug,” says Smothers. “You told us that was coming last night,” says Larry to Aaron in an aside that cannot be heard on the conference call. “We gotta pay this guy to tell us what we already know?” “Shhh,” says Donna to him and puts her finger on his lips. “We pay him, Lar, we might as well listen to him.” “antihack’s attorneys know that, even if you dismiss their proposal out-of-hand, you will need to make the substance of it public. They’ve even made sure you are aware of this by pointing it out in the final sentence of the penultimate paragraph. This is, I would like to say, only one of a number of rather clumsy ... er … inappropriate phrasings in this letter. I see that they are
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represented by Zinger Sweetly. They are a respectable firm but not highlyregarded. “However, we are under no immediate pressure to make this public even under an extreme reading of SEC regulations and guidance. It is not a binding proposal; they clearly anticipate your need to discuss it. A reasonable person — and the test is ‘what would a reasonable person expect?’ — a reasonable person would expect that this is meant only as a starting point for negotiation and is in no way a best and final offer. They have spelled out a number of customary conditions but they have also taken pains to say that the proposal is not binding on them even should all the conditions be met. Although they haven’t—” “How long do we have before we have to make something public?” Larry interrupts. “Well,” Smothers begins, “if we were to accept—” “Forget that,” says Larry. “If we tell them to go fuck themselves, then when do we have to tell people they sent this garbage and we sent it back?” “It is very important,” says Smothers, “that the minutes show that the Board was properly deliberative in responding to this proposal. It would not do to be hasty or to give the appearance of being hasty.” “Yeah,” says Larry, “with all due deliberation, we’ll tell them to go fuck themselves. Then how long do we have to get a press release out?” “I think we’re putting the cart before the horse,” says Joanne. “I think it may be in the best interests of the shareholders to consider this offer carefully. The stock is currently at eighty cents and has been lower today.” “It is important to realize,” says Smothers, “that this is actually not an ‘offer’. They have been careful to say it is a ‘conditional proposal’. You could accept their terms and they could renege. The Board also wants to be careful not to appear to be hasty in accepting something which, in form at least, is very one-sided.” “Surely we could respond to their proposal with a proposal of our own that better protects our shareholders,” says Joanne. “Now who’s putting the cart before the horse?” demands Larry loudly. “Joanne, this offer or proposal or whatever the f… whatever the hell it is, it is totally out of line. The price sucks. And it is in antihack stock, which sucks. And it is from antihack, which sucks. You’re already talking about terms and conditions. There don’t need to be any terms and conditions when we turn this down.” “Who says we’re going to turn this down?” asks Joanne. “Actually,” says Franklin Adams, “I agree with Larry on this. It’s not a good price. It’s not an appealing offer — even ignoring the fact that it isn’t an offer at all. It is certainly not the place we would want to start a negotiation.” “I’m surprised you’re siding with Larry on this,” says Joanne. “I think management is being very closed-minded. That often happens when—” “Joanne,” interrupts Franklin, “are you under a lot of pressure at Big Router to get out of this position?”
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“I … no … I … It is my responsibility to act on behalf of all shareholders,” says Joanne. “I am not acting as a representative of Big Router and I resent—” “I’m sorry, Joanne,” says Franklin. “It’s the middle of the night, actually almost morning over here in Bangalore. You’ll have to forgive me if I’m a little confrontational. This is not a good offer. Even if we want to sell to antihack — understand that, at the right price, I’d sell to the devil — even if we want to sell to antihack, we don’t start with this proposal. We don’t bargain on the basis of this proposal. We DO send the garbage back — after due consideration, of course. I think that is what Larry is getting at.” “Thank you,” says Larry. “That IS what I’m getting at. At this point the only question is how we send it back and how we announce that we got it and sent it back. And we have to wrap it up all nice so we don’t get a bunch of shareholder suits—” “I’m not sure I agree,” interrupts Joanne. “I’m not sure at all.” “Okay,” says Larry. “It’s time to find out where we stand. I’d like to get a sense of the Board right now before we go any further on whether the Board wants to give this crap serious consideration or whether you are with me on refusing to enter any negotiation with anyone at such a piss-poor starting point.” “I don’t think it would be wise for the minutes to show a Board vote prior to more discussion,” says Aaron. “I concur with my colleague,” says Smothers. “That would not be prudent.” “Okay,” says Larry. “God forbid that we’re not ‘prudent’. I’d like to get a ‘sense of the Board’ doesn’t belong in the minutes. But, before I get that, let me tell you where I stand so there won’t be any mistakes. If this Board wants to open negotiations of any kind on the basis of this piece of shit we have here from George, then I resign immediately. Here and now. I will not vote for any such deal as a shareholder. I will oppose it. The first stockholder suit you get will be from me.” Donna and Aaron watch him put his gun to his head and smile. Larry begins with Franklin. “Franklin, what do you want to do?” “I’d accept your resignation in a minute if that’s what it took to make a good deal,” says Franklin. “But, as I said, this isn’t where we want to start.” “Joanne?” “I believe that this is a serious offer and needs to be responded to seriously. I cannot be deterred by threats.” “Joe?” “Larry, I don’t appreciate threats either. But I agree with my colleague Franklin that this is not an appropriate place to start negotiations. We will have to consider what sorts of offers we WILL entertain. But I think this should be rejected out-of-hand for both strategic and tactical reasons.” “Thank you,” says Larry. “Donna?” “You kidding? We gotta give this due consideration.” “You, too?” demands Larry. “After he tried to bribe you. After…”
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“Larry, let me finish,” says Donna. “As I said, we gotta give this due consideration; should take us about five minutes or so. Then tell George to shove it up his ass.” Larry puts the gun back on his side table. “This discussion is not in the minutes,” says Aaron. “Shall we begin our deliberation?” The “due consideration” actually takes the better part of half-an-hour. Except for Joanne, no one takes the proposed price seriously. However, since it is higher than the price hackoff.com is trading at, there is a question, according to both Aaron and Smothers, of how they can justify turning it down without a counter. If they had the opinion of an investment banker, the lawyers say, then they would be justified in relying on that opinion. All except Larry agree that they should get such an opinion to buttress their case. Larry reluctantly agrees to contact investment bankers and engage one. But this doesn’t solve their immediate problem of the two day deadline to respond and the fact that they all (except Joanne) feel that it is important to say “no” emphatically. In the end, Donna comes up with a solution which satisfies everyone (except Joanne). She proposes turning the preemptory deadline to advantage. Obviously the deadline is too short to say “yes” responsibly just as it is too short to say “no”. By saying “yes”, the Board would agree to a “no shop” — it would not be able to solicit bids. Nor would there be time to get the “expert” opinion of bankers. Therefore, the proposal is not serious since the Board cannot respond responsibly in accord with its fiduciary duty to shareholders. They will say “no” because it would be irresponsible to say “yes” under the terms proposed. The lawyers tweak this some: they can say they regard the price as absurdly low. It is scarcely higher than the value of the assets including cash on hackoff’s books. Therefore it values hackoff’s ongoing business, patents, brand and customers at essentially nothing. They can come close to saying that antihack is trying to steal the company but they can’t use that word, of course. They can say, and should say, that the are engaging investment bankers to “explore strategic options”. In fact, saying this means they are “in play”, a candidate for takeover. That, by itself, should make hackoff’s stock go up. The Street often punishes potential acquirers on the theory that they will eventually overpay so antihack’s stock may go down as well. With a little luck, everyone (except Joanne) agrees that the price of the two stocks may instantly move so much in relation to each other that the antihack bid will end up being worth less than the new value for hackoff set by the stock market. If this happens, the hackoff Board will be well-insulated from shareholder suits based on their rejection of the offer. “So,” says Larry, “we just stall some on engaging the investment bankers. Then the stock moves; we don’t have to pay a couple of million dollars to know that if they are offering to buy us for less than the stock price, they are ripping off our stockholders.”
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“Doesn’t work, Larry,” says Franklin. “I’ve been there before. Once we announce we’re going to hire investment bankers, we gotta do it. We change our minds, we decide we’re not in play, then the stock goes down lower than it was before and we’re all in trouble. What’s more, you gotta realize that we’re putting the company in play. I know this is hard for you, but the company may really get sold. Maybe antihack offers a fair price. Maybe somebody else does. And maybe the company gets sold. If it doesn’t, the stock goes back down and doesn’t come up until you guys show some solid results and maybe not even then, unless the market recovers. “I agreed with you today that we don’t start any negotiations at this low-ball price,” Franklin continues. “But remember I told you I’d sell the company to the devil at the right price. And that includes antihack. It’s just about money, Larry, nothing else.” “I appreciate you being straight, Franklin,” says Larry. “And I agree it’s just about the money. This isn’t about my ego. But there is no amount of antihack stock that can buy hackoff because that stock isn’t worth shit. If antihack was paying cash — if they had cash — for sure, we got to consider that. Cash is cash. But we’d never be able to sell antihack stock — I mean our shareholders wouldn’t be able to sell it fast enough to get their money out.” “That’s why we need the investment bankers,” Joe chimes in. “If they say that a stock offer from antihack is not in the best interest of hackoff shareholders, then it’s easy for us to turn it down. I’m not sure I’m eager to have a lot of antihack stock, to tell you the truth. I’m not happy with how much hackoff stock I have, as a matter of fact. If we could get a cash offer or get bought out with stock we can sell like Microsoft or Oracle or somebody, maybe that’s the best outcome.” “Thanks for the vote of confidence,” says Larry. “Larry, don’t take any of this personally,” says Joe. “It’s just about—” “The money, I know. That’s why we’re here. Let’s get going. My plan is to put out a press release immediately following this meeting saying that we got this ridiculous low-ball not-fair-to-our-stockholders offer from the assholes at antihack who are trying to steal the valuable assets which of course belong to our shareholders. Our fearless Board of Directors has met and, after due deliberation, decided that agreeing to robbery one is not in the interest of the shareholders and so has told antihack to stuff its proposal — which wasn’t binding to begin with and (did I mention) isn’t in the interest of the shareholders — which (we should mention) is the only concern of this fearless Board. “Furthermore, having lost confidence in the ability of management to recover single-handedly from the stock market crash of 2000-2001, the Board has decided to put the company in play to see if anyone will take this turkey off their hands. To that end the Board has instructed this same incompetent management to pay a small fortune to an investment bank that will explore strategic alternatives, whatever the fuck those are. Should these bankers actually succeed in discovering any such alternatives and should a transaction
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take place with said discovered alternatives, said bankers will extract another fee.” “Larry, that isn’t exactly—” Joe begins. “You’ve got it Larry,” Franklin interrupts. “But don’t forget to add that we love you and you have done a great job so far. Actually, that’s true. And, if the best alternative turns out to be to go it alone for a while, you’re still our man. And Donna’s still our woman. Now can I get some sleep?” “I’m sorry to interrupt,” says Smothers, “but there is the matter of the letter back to anithack. I’m assuming that you’ll want to inform them before putting out a press release. I also assume that the actual—” “Is there some legal requirement that we inform them before putting out a press release?” asks Larry. “No,” says Smothers, “there isn’t. It is customary and it would be gesture of good will.” “So not warning them would be a gesture of bad will?” Larry asks. “I would say so.” “Sounds good to me,” says Larry. “I’m not at all sure we want to offend antihack in this way,” says Joanne. “I am going to have to get some sleep,” says Franklin. “I’m dropping off the call. I don’t know that the Board has to be involved in what order we do what. We duly considered and made our decision. But, if you need to make any more decisions, Joe’s got my proxy. Good night, all.” “Believe it or not,” says Larry, “I have a reason for wanting to get the release out first besides sticking it to Georgie boy…” “We cannot be vindictive,” says Joanne. “We must be business-like.” “Of course,” says Larry. “That’s what I was saying. If we write back to antihack in a polite way and say ‘we are going to reject your most kind proposal, honored sirs’, they get to make the next move and decide how they want to spin the story. They probably have a canned press release ready. Unless they’re even stupider than I think they are, they can’t believe we were going to accept this proposal. So far they’ve been forcing the pace. With hindsight, since we’re putting ourselves in play, we should have done it as soon as Georgie called me and Donna and not even let them get their offer off. But we didn’t. So now we need to regain the initiative. Catching them flat-footed with our announcement is a good way to do that.” “But if we’re later in negotiation with them…” Joanne starts to ask. “In that very unlikely event,” says Larry, “you are as likely to be leading the negotiations as I am because I’m probably long gone. But, should you be in that position, you’ll be glad we started tough. They aren’t bidding for us to do us a favor; they aren’t bidding for us because they’re nice guys or because we’re nice guys. They’re bidding for us because their business sucks and because our stock sucks and they think our software and our customers and our cash are the way out of a hole they dug for themselves. They’ll come back like a puppy dog if they see the chance and it won’t matter to them any more than it matters to the puppy dog that we gave them a lick in the chops.” “I don’t—” Joanne says.
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“Joanne,” Joe says, “I think we should let management take the lead here. We’ve done our job by considering this proposal and determining that it is not currently what is in the best interests of our shareholders. We have set the stage for determining exactly what our strategic options are. I think we can responsibly let management take it from here. I’m not sure I would personally proceed with as much hostility as Larry seems to be prepared to do; but we are responding to a bear hug, and I am willing to allow some latitude for those on the front line.” After the call, Donna and Larry are alone in Larry’s office. “Larry,” Donna says. “I just want you to know I’m with you.” She hugs him chastely, pelvis back. “Good,” says Larry. “It means a lot to me.” He pats her ass as she leaves. hackoff stock closes at an all time low of seventy-five cents. The hackoff press release is timed to hit the wire thirty minutes after the market closes. ### Media Contact: Eve Gross Chief Marketing Officer 212 555 1000 [email protected] For Immediate Release HACKOFF CONSIDERING STRATEGIC ALTERNATIVES BOARD REJECTS “NON-BINDING” PROPOSAL FROM ANTIHACK, INC. New York, NY -- February 25, 2002 – (BUSINESS WIRE) hackoff.com (NASDAQ:HOFC) announced today that the company intends to engage an investment banker to explore strategic alternatives. In a separate action, the hackoff.com Board of Directors considered and rejected an unsolicited and non-binding proposal from antihack, Inc. (NASDAQ:ANTI). “Although we believe our core business is strong and getting stronger,” said hackoff Chairman and CEO Larry Lazard, “there have been significant changes in both the stock market and the e-commerce ecosystem in which we operate. The fact that we have cash and no debt gives us many options for the future. We feel it is in the interest of our shareholders to explore these options fully and to engage a qualified investment banking firm to help us do so. Options to be examined include continuing independently, different ways of leveraging the equities in our portfolio, or some sort of combination with another company.”
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This morning the company received an unsolicited proposal from antihack, Inc., which that company characterized as non-binding. The proposal insisted that the hackoff Board agree within two days to an exchange ratio of one antihack share for each 2.5 shares of hackoff and also agree not to seek other possible combinations for the company. The hackoff Board does not believe this is a fair price for the company. Although it is a nominal premium over Friday’s closing price, it is actually at a discount to the value of hackoff determined by looking at the prior five days stock market prices. Moreover, this proposed price attributes almost no value to hackoff’s ongoing business, patent portfolio, brand name, or customer base. Under this proposal, hackoff shareholders would own 30% of the combined company according to calculations made by antihack. The hackoff Board of Directors have acted firmly in rejecting this proposal which would have hampered the Board’s ability to achieve the best results for shareholders. Moreover, the Board was cognizant of the fact that acceptance of this proposal would have been binding on the hackoff Board under certain circumstances, but that antihack, itself, would not be similarly obligated to pursue the transaction. The Board has made clear that it will consider proper proposals in the context of the planned work with an investment banking firm as described above.
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After interviewing several banking firms, hackoff.com engages Barcourt & Brotherson both to give them an opinion on a fair value for the company and to “help them explore strategic options”. Although Larry insists that strategic options include the possibility of hackoff acquiring a company that would bolster its competitive position, none of the banking firms they talk to encourage this. They point out that hackoff stock is not worth much and that it needs what cash it has. Larry insists that the press release announcing the retention of Barcourt include this possibility and so it does. Rachel Roth, the banker who led the team accompanying Larry and Donna on the roadshow for hackoff’s secondary offering, has been promoted once more and is the senior banker leading the team that will help hackoff manage the strategic alternatives process. She and a junior colleague, Grant Maxim, come to hackoff for a kickoff meeting with Larry and Donna. At the last minute, Larry decides to invite Dom Montain to the meeting as well. Rachel is more full-figured, is dressed more expensively, and wears higher heels than during the secondary. She has a more commanding presence and speaks with more confidence. “We find it helpful first to put together a list of everyone — no matter how far-fetched — who might buy the company. Now that word is out that hackoff is in play, some offers will probably come in over the transom….” “Yeah,” says Larry. “Actually, we heard from a couple of companies including Microsoft.” “That’s good,” says Rachel. “That shows there is interest out there…” “I told them they’re overpriced; we don’t want to buy them,” Larry adds. There is silence until everyone realizes that this is a joke. “I’m glad you’ve got a positive attitude, Larry; that’s important,” says Rachel. “Anyway, we don’t want to rely on just what comes in over the transom. Though you’d think everyone who should be interested would know about the opportunity and come out of the woodwork on their own, our experience—” “Rachel, how many of these ‘strategic alternative’ exercises have you done?” asks Donna. “Well, Donna, as you know, Barcourt has done more M&A work in the last year than any other bank except, of course—” “I know what Barcourt has done,” Donna interrupts. “Remember, you gave us the nice pitch book with the slide full of logos of the firms that Barcourt has helped with M&A. My question is about you, personally. How much experience do you have in this?” “I have been on the team for several major transactions,” says Rachel. “When I was interning, I…” “When you were interning you were very green,” says Donna. “That was even before B-School. Have you had any real experience with M&A? I know Harvey Maklin has. I’m surprised he’s not here for this meeting. Frankly, I really thought that was who we were engaging.” “Harvey will stay on top of this,” says Rachel. “He’s the VP responsible for hackoff as he’s always been. Obviously, he has much more experience with M&A than I do and hackoff will get the benefit of that experience. I have the
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day-to-day lead of the team, reporting to Harvey, of course. This is my most important transaction. I can and will do a good job for you on it, Donna; you have my word on that.” The two women lock eyes. “Look,” says Larry, “if you guys are through let’s get going. I don’t have a lot of time. Rachel’s done well for us before. She learns fast. She admits what she doesn’t know. I’m sure she’ll ask for and get help when she needs it. Right, Rachel?” “Right, Larry.” “And if that asshole, Harvey, doesn’t come through with the support you need, Rachel, then you’ll tell me that. Right?” “You have my word on that,” says Rachel. “Good. Now you were talking about a list.” “Yes ... just sort of free thinking, no constraints, who do you guys think ought to be on the list?” Junior banker Grant goes to the whiteboard prepared to write. “Jesus Christ,” says Donna. “We pay millions of dollars so you can pick our brains and write down the answers? Don’t you have any ideas of your own? That’s what we’re paying you for.” “We do have some ideas, Donna,” says Rachel, staying calm and pleasant. “I thought it would be more respectful to get your ideas first. I mean you ARE the experts in your business; we’re just bankers. But we can start with our list if you’d like.” “So,” says Larry, “We have Microsoft, obviously. That means automatically there’s Oracle. Sun should be interested. If they could build real anti-hacker capability into their servers they might get some of the dot.com business back they’ve been losing.” “Following up on that chain of thought, what about some of the Linux companies?” asks Rachel. “Not likely,” says Dom, speaking for the first time since introductions. “They’re into open source. Open source security software doesn’t make a hell of a lot of sense.” “Why’s that?” asks Rachel. “Pretty dumb question,” observes Donna. “Because then hackers could read the code,” explains Dom. “Then they’d know how to hack around what we’ve done. It is incredibly important that we keep our source code private.” “I’ve got it,” says Rachel. “Thanks for the explanation, Dom.” She smiles at him and he smiles back involuntarily. Donna grimaces. They decide that Intel is not a prospective acquirer, too intent on staying out of the box and software layers. Cisco is a long-shot but worth talking to; Dom says the software could go on routers; in fact, that would be a good place for it. He warms to this idea as they discuss it. Akamai is a possibility. They’re currently in the caching rather than the security business, but they do sell their technology on a service basis to
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e-commerce companies. Dom says that, when Daniel Lewin was alive and CTO of Akamai, he always considered him one of the people that might develop competitive capability. They decide Akamai should definitely be on the list. Global Crossing and Level(3) might be potential acquirers if they wanted to imbed the technology in their networks. They cross off Global Crossing because of its financial problems but leave Level(3), which has recently benefited from an investment by Warren Buffet that increased its stock price. From here, they decide that any telecom giant including the European and Asian carriers which has an extensive IP network could possibly imbed hackoff technology in its network and might want to buy hackoff for that reason. Larry’s spirits visibly lift with each addition to the list. “If we have to sell,” he says, “looks like we should be able to get a good price.” Donna, on the other hand, is doggedly glum. “What’s the matter, Donna?” Larry asks her. “I think you’re smoking dope,” she says. “We’re not going to be bought by AT&T or British Telecom or Telecom Italia. Just isn’t going to happen.” “Why not?” demands Larry. “They could distinguish their networks; get out of having a commodity business if they put some of these smarts in.” “Look,” says Donna, “if they need this technology so bad why haven’t we sold it to them up-to-now?” “We’ve tried. We’ve called on most of them at one time or another. There’s been some interest.” “Why haven’t we sold anything to them?” Donna demands. “Frank says it’s because of corporate gridlock — they can never make a decision on anything big. They’re interested; we can always find some biz dev guy that’s interested. But we don’t get any further and the guy we’re dealing with can’t make a decision. So, after a while, we don’t waste time on them any more.” “So why’s this going to be any different?” asks Donna. “Now we want to sell them not just a technology license but a whole company, and you think they’re gonna move faster? You think the biz dev guy whose phone number Frank knows is gonna write us a big check and buy the whole company?” “Now,” says Larry, “we have Barcourt & Brotherson working for us. Right, Rachel? Now Harvey Maklin or even someone more influential, if such a thing is possible, picks up the phone and calls the CEO or whoever at one of these big telcos and says ‘boy, have I got a deal for you. This is something you gotta look at it. Gonna be your whole future.’ And the deal gets done. Isn’t that right, Rachel?” “We’ll try,” says Rachel. “We’ll definitely try. We do have some good relationships in telco.” “I’m not holding my breath,” says Donna. “I don’t think telcos are a good idea, Lar,” says Dom. “Why? You try to sell anything to them lately? What do you know about telcos?” “It’s technically a bad idea, Lar. Our capability doesn’t belong INSIDE the network; it belongs out at the edge. That’s where all the innovation is.”
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“What are you talking about?” “The Internet works because it’s a ‘stupid’ network,” Dom explains. “All the telcos were working on their intelligent networks and along comes this stupid network, doesn’t know how to do anything except move packets around, doesn’t even know what’s in the packets, and all of a sudden the ‘intelligent’ networks that have all sorts of stuff built into them are crap. No one wants to use them for anything. No one’s developing anything for them. We didn’t; we developed for the Internet, right? Not AT&T’s intelligent network. “There’s a guy named David Isenberg, used to work at Bell Labs. He figured all this out and wrote a paper on the stupid network. How the intelligent networks can only support the stuff that they were designed for and are also closed and proprietary systems — hard to work with. But on the stupid network, all the smarts are out at the edge. New applications no one ever thought of can be developed because there are no ‘smarts’ to get in the way. Innovation happens. Isenberg got fired from AT&T because of the paper. But he’s right. Everybody knows he’s right, except maybe some of the Bellheads left at the big phone companies.” “Very good point, Dom,” says Donna. “I’m impressed. So now we know that not only are the big telcos too slow to do business with but also they’d be dumb to put our stuff in our networks. I say they’re a waste of time. We should take ’em off the list.” Grant stands questioningly with his eraser at the whiteboard, poised to strike the carriers from the list. “Dom make a good point,” says Rachel. “I hadn’t heard all that before, but it’s very persuasive.” She smiles at him again and again he is forced to smile back. “Leave them there,” says Larry. “We’re gonna try the telcos. Got nothing to lose. Even if Dom and this Isen guy are right, the telcos are too stupid to know. They gotta want something to distinguish their networks. How else are they gonna stay in business?” “Maybe they’re not going to stay in business,” says Donna. “Maybe they’re going to go belly up because their networks are smart and their people are stupid. We do have something to lose: time. We’ve still got a company to run, Lar. Maybe we sell it; that’s going to take time. Meanwhile we’ve got to run it, and run it like we’re not going to sell it because maybe we’re not — and that also takes time. So I don’t want to waste a lot of time with dumb-ass telcos. That’s my take.” “Donna, you’re right about the time,” says Larry, placatingly. “This isn’t gonna be a time-sink for us. Our friend Rachel here is going to check out the telco scene; she’s gonna get important bankers from Barcourt to call big shots at telcos, call them at the private numbers in their private jets; tell them they gotta do this. Pay us a lot of money. If it doesn’t work, we’ll be disappointed but that’s all. We don’t spend our time on it. Right, Rachel?” “I’ll try Larry,” says Rachel. “Barcourt’ll try. But no promises on that. Can we talk about the data room?” “Sure,” says Larry, “tell us about the data room.”
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Rachel explains that preliminary meetings with prospects will be under non-disclosure and only after they sign a stand-still agreeing not to attempt a hostile takeover of hackoff. “It’s important for hackoff to have this stand-still since the data you’re providing might be used as ammunition against you in a hostile takeover attempt. Most potential acquirers will agree to this because they don’t like to do hostile takeovers anyway, and this is a reasonable provision. If a good prospect won’t agree, well ... we’ll cross that bridge when we come to it. antihack might not agree to such a provision. That doesn’t mean you might not accept a reasonable bid from antihack, just means that you won’t give antihack any confidential information that could be used against you. The choice is up to them.” She goes on to explain that, after the preliminary meetings, prospects will be asked for a nonbinding expression of interest including a proposed price. The bankers and hackoff management and the hackoff Board, if it cares to be involved, will select the top bidders and invite them to visit the data room. It may seem backward, Rachel explains, to ask them for their preliminary bids before they see the data that could help them decide how valuable hackoff is, but generally this data is too sensitive to expose to tire-kickers and she assumes this is the case here as well. Dom wants to know how much about their technology goes in the data room. He has no problem with granted patents, he says, because they’re public anyway. But much of hackoff technology is highly proprietary. He would be very concerned if certain tech-savvy prospects saw it. Rachel tells him this is often a problem in transactions involving technology companies. Sometimes, for competitive reasons, it’s necessary for the potential acquirers to hire independent experts to give them a valuation without giving them information they shouldn’t have since, if they don’t acquire hackoff, that information could give them a competitive advantage. “I don’t think you understand how much of a problem this is,” Dom says calmly but forcibly. “Why don’t you tell me then?” invites Rachel. “I want to learn.” “Some of our stuff is so secret we don’t even patent it. We are much more worried about hackers finding out how our technology works than we are about competitors. The hackers are smarter, for one thing, and they would stop at nothing to learn how we’re keeping them out. That’s why we have so much security here. That’s why we protect our source code as if it were the crown jewels. We make sure no single employee knows the whole story and we treat ex-employees very well, even if we don’t like them, and still do the equivalent of changing all the locks when they leave. “As Andy Grove said,” he continues, “paranoia is necessary and we’re paranoid as hell about our technology. How are we going to be able to set up this data room and still make sure our technology is properly protected? Just restricting access to consultants doesn’t do it for me. The next people they consult to may be hackers. I don’t know how Larry and Donna feel but this worries me.”
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“Good point, Dom. I hope our bankers have a solution to this.” “He’s right,” says Larry. “Rachel, what do you think? Do you have any ideas?” “I’ll take this problem back to Barcourt,” says Rachel. “Thanks to Dom, I understand it very well. Basically, we have to find some way to describe the importance of your technology without compromising it. This could effect the value you get for it. I don’t like to say that but you’ll have to make a tradeoff, I think, between how much you’re willing to reveal and how much value people can attribute to the technology.” “Not a very good answer,” says Donna. “That’s why we have bankers.” “I’ll do the best I can,” says Rachel. “I have to be respectful of your constraints as well.” “We’ll need your help on this,” says Larry. “We can’t compromise the security of how our stuff works.” They go on to discuss financial information that will be in the data room. Legal stuff that has to be there. Organization charts. Equipment lists. No one will expect lists of unannounced customers, as providing them would run afoul of the Hart-Scott-Rodino Act. The Act says that the company must preserve its ability to remain competitive at least through the time when the Federal Trade Commission declares that a potential merger will not be opposed on the ground that it is anticompetitive and, actually to some degree, until the merger is consummated. After the meeting, Larry stops Rachel on her way out the door. “Glad you’re working with us on this,” he tells her. “Thank you, Larry,” she says. “I’m glad to be working with you and, uh, and with Donna again. Dom I didn’t really know before, but he seems very bright. We’ll—” “I told Louise you were going to be our banker on this,” Larry interrupts. “Remember you met her — you and Ahmed — when we got off the plane after closing the secondary…” “Of course I remember,” says Rachel. “She seemed very sweet.” “Yeah... Well she suggested … she’d like to invite you and Ahmed to dinner. You still seeing him?” “Yes. Yes, I am. Let’s do that. I’ll have to talk to Ahmed. Actually, he’s always been interested in meeting you but I didn’t want to impose. You want to email me some dates?” “Right,” says Larry. “I’ll get with Louise and do that. Good. See ya.” # “The mussels are what make this restaurant,” says Louise as she, Larry, Rachel, and Ahmed squeeze into a small booth at Café de Bruxelles on Greenwich Avenue. The restaurant is behind a speakeasy door and down a half-flight of steps. Rumor has it that many of the clientele are off-duty cops.
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Besides mussels, the restaurant is known for its wide beer selection and its Belgian fries. It is crowded, noisy, and cheerful. “Uh-oh,” says Rachel. “What’s the matter?” asks Louise. “I’m afraid Ahmed is allergic to shellfish.” “I will be fine,” says Ahmed. “I’m sure there’s something else on the menu,” says Louise. “We should have asked. I’m so sorry. Would you prefer to go somewhere else? It’s hard to get reservations on Saturday night but I’m sure we could…” “I will be fine,” repeats Ahmed. “Are you sure?” asks Louise. “I mean we could certainly…” “He says he’ll be fine,” says Larry. “I will be fine,” says Ahmed again. The conversation pauses for a few minutes. Louise demands that the waiter immediately bring menus and they do find that there are other things that Ahmed can eat. “Is it just eating mussels that makes you sick or is it too much to be near them?” Louise asks. “I will be fine,” says Ahmed. “So,” says Louise, “it is great to finally have an opportunity to get together with you. I meant to arrange something after we met at the airport that strange night but, with one thing and another ... anyway, here we are.” “This is very nice of you,” says Rachel. “Larry has told me so much about you. He told me about the yellow ribbons at the Plaza. That’s so romantic. I…” “Really?” says Louise. “Larry must really trust you. He doesn’t usually talk about that time.” Larry looks uncomfortable. “If you can’t trust your banker, who can you trust? Let’s drink to that.” Drinks have just arrived. Wild Turkey straight up for Larry; a metropolitan for Louise; Chardonnay for Rachel; and iced tea for Achmed who doesn’t drink alcohol. “So, Ahmed,” says Larry. “You mentioned at the airport that you have a new job. What is it?” “I don’t think I said that. I don’t think I said I have a new job,” says Ahmed. “Something about representing our mutual friend Mahmud Assan. I’m pretty sure you said something about that.” “You are correct, Larry; I did say that. Actually, that is something that I hope to talk with you about, but perhaps this is not the appropriate time for a business discussion.” “I can’t tell business from pleasure. Just ask Louise. Never have been able to. And both of these women know plenty about business. What would you like to talk about?” “It’s fine, Mahmud … I mean Ahmed,” says Louise. “We want to get to know you and, if you’re anything like Larry, knowing your business is a good way to know you.”
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“Thank you,” says Ahmed. He pauses, then leans forward towards Larry. He speaks as if he doesn’t want to be heard at the other tables. “As you know, Larry, our friend Mr. Assan is in the business of procuring work for Palestinians in the occupied territories. He has cooperated in this effort with certain other friends of yours in Israel. He—” “Is this still going on?” asks Larry. “There’s a war going on there. The Infantada, or something, I think..” “Intifada,” says Ahmed. “Whatever. You don’t mean to tell me that the Israelis are funding the people who are blowing up busses, do you?” “Despite the increasingly harsh occupation,” says Ahmed, “there are still those of us in Palestine who—” “You’re not in Palestine. “One, there IS no Palestine; two, this is the US.” “Ahmed…” Rachel begins with her hand on his sleeve. “I thought we were going to have a business discussion, not a political one,” says Louise. “Larry, let’s hear what Mahmud … I mean Ahmed — I’m sorry, I keep doing that — let’s hear what Ahmed has to say about his business.” Ahmed continues even more quietly: “There are those of us who believe that the Intifada is not an effective way to achieve our legitimate aims.” “Your ‘legitimate’ aims WERE achieved,” says Larry. “Arafat got everything he could’ve possibly hoped for from Barak and Clinton at Camp David. There was a deal and he pulled out. He—” “Larry,” says Louise, “you’re talking politics again. Let’s hear what Ahmed has to say about BUSINESS.” “Despite the violence,” Ahmed continues, “there are both Palestinians and Israelis who want to build for a peaceful future. There can be no peace until there is hope for the young men of the occupied territories. There are no jobs in Gaza. There are no jobs in the West Bank. The men cannot support their families. The young men cannot start families if they cannot support them.” “So what is your business?” asks Larry. “I represent a group of programmers in Jenin.” “These are the same people Mahmud was talking about?” “They are some of the same people. They are very skilled in C++, Visual C, Java, and other tools of modern programming and e-commerce. They also work at a very low price compared to people with equivalent skills in the United States or even India.” “And you would like us to outsource some of our development to these people?” “That is correct, Larry Lazard. That is what we would like. This is not charity. Your company will achieve very good value. It will achieve even better value than in India. I am not asking you for charity but only that you give these young men a chance. By giving them a chance, you will also be advancing peace.”
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“How would we work with them? I’m obviously not sending anyone to Jenin. Would they be able to meet with us in Israel?” “I’m afraid that is impossible,” says Ahmed. “They cannot get into Israel. The people in the territories are imprisoned.” “Are we discussing politics or business?” asks Larry. “You are correct,” says Ahmed. “The business fact is that they cannot travel freely. They are also not in a place where you would be able to meet with them. Phone service does work, although the phones are tapped by the Israelis. Please, that is a fact, not a political statement. Nevertheless, the Israelis do not object to this — except for those who are most extreme. They will not interfere, except that sometimes, when the phones are tapped, that causes them to fail. There is also email and that will also be read by the Israelis. This is not important.” “I assume you know,” says Larry, “that I had almost the same discussion with Mahmud. I was very interested. And then Mahmud asked me for a bribe.” “That cannot be,” says Ahmed. “Perhaps you misunderstood. Sometimes Mr. Assan does not express himself clearly in English.” “He expressed himself very clearly. He wanted a bribe. How do YOU get paid?” “This is a business for me, Larry. I believe in what I am doing, but it is a business. I’m sure you understand that. I am the agent for these programmers. I help them procure business here in the United States. I facilitate communication during the process. I help arrange payment. And, when payment is made, I retain a portion as my compensation. That is a very business-like arrangement, I believe.” “What portion do you ‘retain’?” “That is a confidential matter between my clients and myself,” says Ahmed. ”I hope that does not offend you, Larry; but I must respect their business confidence. I do not ask you the confidential arrangements of your business. I do not ask you how much you are paid…” “You don’t have to. It’s on the Internet. I run a public company. But how do I know that this is not just a way of paying bribes? How do I know that your clients will ever get paid?” “Larry, you’re being offensive,” says Louise. “Ahmed…” “I do not take offense, Louise,” says Ahmed. “I understand that your husband must be a cautious businessman. I understand that there have been misunderstandings in the past. I am not afraid to answer his questions and I am not offended by them. Larry, the cost to hackoff will be much lower than it would be for similar quantities of work of this quality anywhere else in the world. In that low price, there is not room for what you call ‘bribes’. There will barely be sufficient money for the people in Jenin and for my modest fee for representing them. Unfortunately, it is difficult for us to be established in this business and our prices must be very low.” “That makes some sense,” says Larry. “I understand that if there isn’t much honey, it won’t attract many flies. But — and please don’t take this
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personally — how do I know that the programmers will be paid at all if I am turning the money over to you?” “There are two assurances you will have, Larry. You will be in touch with these people by phone and email. It would be impossible to do a job of any complexity otherwise. If they are not receiving their money, you would certainly hear from them directly. The second assurance you will have is that I would like to go back to a Free Palestine one day. I would be a dead man when I return if I were to — as you say — ‘rip off’ the people there. That is a strong assurance.” “That is a strong assurance,” Larry echoes. “Okay, if were going to do this — and I’m not saying that we are — how would we get started? How do we know anything about the quality we’ll get? We can’t sue you if you don’t deliver.” “That will not be a problem. Give us a small job to do. We will not ask for any payment until the job has been completed to your satisfaction, including testing. It is we who will be trusting you.” “That is attractive. I wish Mahmud had taken this same attitude. Perhaps we could have done something sooner. Let me get back to you.” The rest of the dinner is social. Rachel is interested in the various charities Louise works with and is on the board of. Louise is interested in how Rachel copes in the male-dominated world of banking. Larry and Ahmed are largely silent, although Larry occasionally corrects something Louise says and Louise makes repeated efforts to draw Ahmed into the conversation. “I’ll get back to you,” says Larry as they walk upstairs to leave the restaurant. “Do you have a card?” “Don’t forget the camel,” Louise says to Larry on the ferry back to Atlantic Highlands. “You didn’t want me to talk politics,” says Larry. “You wanted me to have a nice business discussion with him.” “Don’t fuck Rachel, either,” says Louise. ### From: Sent: To: Subject: Dom Montain [mailto:[email protected]] Saturday, March 2 2:04 AM Larry Lazard; Donna Langhorne; [email protected] meeting with Microsoft
Met with pete harkin as planned. Short story is that MS is not going to be a good prospect. Petehar is too dumb to know a good thing when he sees it but I don’t think they’d buy anyway. Longer story: Went thru the PowerPoint with petehar. He’s a director somewhere in the systems group that has responsibility for ecommerce servers or ecommerce use of NT servers anyway. They’ve
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reorganized so much since I left that I’m not sure what this means, but usually director at MS is like VP somewhere else. billg’s stingy with titles and I hear steveb is worse. I knew petehar slightly when I was there. He was programming in the database group; some brain dead thing that never happened. But actually he has a business background. Has been a program manager most of his career there. Don’t know what he was before he came to MS. He’s the kind of guy they’d send if they might be interested. There are other guys who go when they know they’re interested. They don’t worry much about polite, so they don’t send anyone if they know they’re not interested. Of course he gave me the usual MS bullshit that it’s all going to be in the operating system anyway. Security isn’t a separate product — it’s got to be built in to work right and they just haven’t gotten around to doing that yet but three groups are working on it so its something that’s going to get solved. But maybe if we have something that would save them a little time, then maybe it would be of some interest. And maybe if we have some customers that are so dumb they’re using Sun Servers or “Linux crap” and maybe having some kind of deal with hackoff is a fast way to get them to switch over to Microsoft servers that they ought to be using anyway, then maybe there would be some value in it. But not a lot of value as he sees it. I didn’t tell him but obviously our customers aren’t going to switch to MS servers for their ecomm apps just because MS buys hackoff. The customers have too much invested in their current platforms. IMHO, they want to go Linux if they’re going anywhere. But I didn’t tell him that. Still I don’t think he gave too much weight to customers, just something he mentioned. So then he wants to know about the technology. And right away we have the problem we were afraid of. He’s dumb but he’s not that dumb. As I said in our meeting, I’m not really afraid that Microsoft’ll steal what we’ve done. What I’m really afraid of is that petehar goes and works for a hacker or, even if he stays at Microsoft, he writes a lot of email – they live on email, even more than us – all about our technology and some of that gets to a hacker or someone who is going to be a hacker. I tell him we can’t tell him how it works. Would have to shoot him and all that if we did. He asks then how’s he know there’s anything to buy? I point out to him how many customers we have,
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how none of them who follow the directions ever got hit with anything major. That’s a big deal. They’re all targets. He says same is true with antihack customers. I tell him what problems the antihack customers have. antihack’s slow with new protection for new problems. Their shield for Andromeda 1’s so bad that an eleven year old got through. Lucky he didn’t know what to do when he got in. Their KittyKat shield was so slow their customers were safe because they couldn’t take any orders anyway. Couple of months ago hackers DID get thru to a couple of antihack customers. He says he knows all about those things but antihack’s got them fixed. No big deal. I ask him if he’s been talking to antihack since he knows so much about them. He says of course he can’t tell me or he’d have to kill me. He wants me to think he has but I don’t think so. He didn’t pick up any of their buzz-words. But, still, he says our stuff’s the same as theirs so he still doesn’t know what it is that would make MS want to buy us. So I have to tell him a little more but not how it’s done. I tell him about some of the heuristic stuff but not what we’ve learned from it. I also go into some of our patents. That did get his attention but he said they have patents too. Did say they would never violate anyone’s legitimate patent. I think they got spooked by diskdoubler. But he also said that they wouldn’t hesitate to find good prior art to invalidate any patents that were too broad — a lot of those around these days, he said. That was a threat. He wanted to know how much of our development is for a Microsoft platform, how much for UNIX, Linux etc. I told him about spliteven. He drilled down on that so I had to tell him I meant 1/3, 1/3, 1/3. Wasn’t counting Linux with Unix. He said Linux is just another flavor of Unix but they have even less interest in buying us then because they think that no one’s going to use an open-source platform like Linux for something that has to be secure and Unix is dying. He WAS interested to know that we assumed hackers are using Macs or Linux machines for their own development. Lots of the attacks, of course, come from NT servers they’ve hijacked. He wanted to know why the hackers don’t use Windows for their own machines so I told him 1) they don’t want to get attacked themselves; 2) they don’t like Windows. They don’t like Microsoft which makes them want to attack Microsoft product more, and they do that because they’re out there.
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So ends up he says he’ll make a report but we shouldn’t hold our breath. Maybe if we were folding the company and wanted to sell some technology licenses or patents they’d have some interest but he doesn’t see why they’d do a whole company buyout. Don’t want to be in the business we’re in and — he said it again -don’t see much difference between our technology and antihack.
From: Sent: To: Subject:
Rachel Roth Saturday, March 2 10:07 AM Larry Lazard; Donna Langhorne; Dom Montain RE: meeting with Microsoft
Thanks for the all the detail, Dom. It’ll be helpful to us going forward. At least they tell us what they think. That may be a problem with others. We’ll follow up if you want us to in a week or so just to close the loop and to see if whatever he says in his trip report raised any interest. I’m SURE you did a good job selling our value even given the constraints.
From: Sent: To: CC: Subject: Dom:
Donna Langhorne Saturday, March 2 12:04 PM Dom Montain; [email protected] Larry Lazard RE: meeting with Microsoft
Good job and good report. Rachel: We knew we’d have this problem in establishing value. Have your “resources” at Barcourt come up with anything to help us yet? Donna
From: Sent:
Dom Montain [mailto:[email protected]] Thursday, March 7 1:31 AM
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Larry Lazard; Donna Langhorne; [email protected] meeting with Oracle
Met with three guys from there. Bizdev guy didn’t show. Short story is that they do not see a compelling need for the technology and do not distinguish between us and antihack. Like Microsoft, might buy patents and technology from the scrapheap. Could be interested just to keep us away from Microsoft. Longer story: Oracle sent product VP Mark Jopher, director Emile Cauve, and strategy director Francine Lauche. Jopher did most of the talking. Larry and I were there as well as Rachel Roth from Barcourt. Larry presented the PowerPoint. Emile and Francine listened but didn’t ask questions. Jopher slept or pretended to sleep through most of it. He was awake at the end and immediately said that capability like this belongs in the database engine. It’s brain dead to have it anywhere else. Oracle hasn’t done that yet but, given their leading market position especially in e-commerce, it’s a natural for them and they’ll get around it sooner rather than later. I brought up our patents and that we feel they are both broad and enforceable. He said that he was sure the approach they would be able to take in the database engine was so different from what anyone else would have to do that patents couldn’t possibly be a problem. He liked the fact that we are cross-platform and not Microsoftcentric. One possible opening is that, when we gave them the impression that Microsoft is seriously interested, they became much more interested themselves. Maybe we could game this so each of them bids because they think the other one wants us. It wouldn’t be the first time they spent money to keep each other out of strategic spaces. Not sure how far we’d get with this. They didn’t ask for the kind of technical detail Microsoft wanted but pushed back when Larry said our technology is unique and much better than anything else out there. Specifically mentioned antihack. In fact, they thought it was antihack which announced a managed service. When we set them straight on that, Jopher turned it around and said that the antihack stuff must be better because it doesn’t need active monitoring.
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Rachel is going to followup with Francine. I’m supplying them with the public information on the patents. Larry’s trying to find a way to play the Microsoft card that isn’t in our hand.
From: Sent: To: Subject:
Larry Lazard [mailto:[email protected]] Thursday, March 7, 2002 2:05 AM Donna Langhorne; [email protected]; Dom Montain RE: meeting with Oracle
I agree with Dom that the Microsoft card may be our strongest play. However, after thinking this over, it is probably best played by Rachel. She should get back to them sooner than planned to give them a heads-up that they are competing with Microsoft here. Rachel, you’ll know the best way to say this. Maybe you can’t tell them directly, which makes it all the more compelling. You’re just giving them a hint but can’t tell them the whole story. Maybe that makes them imagine more. In fact, I like this so much that we should try with MS, too. Dom, do you want to call your guy? Or can we think of some way to do this through bankers, too? ### Rachel calls Larry at nine the next morning. “Larry, three things. One: I think it is a really good idea to play Microsoft and Oracle off against each other. I mean that could really work.” “Good,” says Larry. “Have you thought about what you’ll tell them?” “Well, that’s thing number two. I’m not sure it’s appropriate for me to do this. I’m the banker and our role is sort of as honest broker. I mean…” “I don’t know what you mean,” says Larry. “I don’t know what the fuck you mean…” “Larry, there’s no need to be abusive.” “Okay, let’s discuss this very calmly. Who’s paying you?” “You are … I mean hackoff is.” “Right. So who are you working for?” “We work for you. But, like your accountants—” “Rachel, let me ask you a different question: Did you forward our email to Harvey Maklin?” “Of course. I told you that you would have the support of the whole Barcourt team.”
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“And he just told you to call me and tell me that you guys shouldn’t get your hands dirty doing this, right? Before that, you thought it was a good idea, right?” “Well, he didn’t say anything about getting our hands dirty.” “So you want me to call Harvey and tell him to cut the crap, or you gonna do it? I don’t want to hurt your career or anything. I think you’ve done a good job for us so far. But we’re entitled to all the negotiating help we can get for the money we’re paying Barcourt and there’s no way I’m gonna let that asshole stop us from getting what we’re entitled to.” “I can handle Harvey,” says Rachel. “Actually, I agree with you. I’ll handle him.” “Knew you could do it,” says Larry with an audible smile. “Can’t cut his balls off, though.” “Not sure I want to know, but why not?” “Because he doesn’t have any.” Larry laughs, then stops. “What was the third thing?” “Please don’t put stuff like this in email. Especially, don’t put in email that you’re asking me to lie to the prospects. If it’s not in email, I don’t have to forward it anywhere. If it is in email, we don’t know when it’ll resurface.” “I guess you’re right,” says Larry. “Not asking you to lie, of course, just to bluff. That’s different. We all know that bankers never lie.” “I’ll let you know how the calls with Microsoft and Oracle go,” says Rachel. ### From: Sent: To: CC: Subject: Larry: I think you and Dom are right. We ought to play the MicrosoftOracle thing. Rachel should certainly be the one to spin the yarn. I’m still not satisfied, frankly, that we’re getting our money’s worth from Barcourt. This idea should have come from them. Rachel, this is a real chance to add some value. Donna ### Donna Langhorne Thursday, March 7 10:02 AM Larry Lazard Dom Montain; [email protected] RE: meeting with Microsoft
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Larry’s phone rings immediately after he reads this message. “Yes, Rachel,” he says, “you talk to our friends already?” “No, Larry. And this email from Donna doesn’t help. She’s being very explicit about asking me to lie. She doesn’t like me, never has, and it’s affecting her business judgment…” “This is nothing personal, I’m sure.” “It’s personal, and I AM sure,” says Rachel. “Anyway, now we have a problem. I’m going to have to send an email back since this email exists. I’ve got to say we don’t lie. I can’t let this just be out there.” “You still gonna talk to our friends, get them jealous of each other?” “Yeah. But I’ve got to be very careful. There are people here who’d love a chance to stick it to me.” “Maybe you just turn them on.” Larry sounds amused. “Come on, Larry, it’s not funny. I’ve got a career to protect.” “Sure. Sure you do. Just write your letter to cover your ass.” “It’s not so simple,” says Rachel. “If I write to Donna, then she’s going to flame back. It’ll all get worse.” “Look,” says Larry, “you take care of Harvey; I’ll take care of Donna. Don’t write anything until tomorrow; give me a chance to talk to her, explain that you’re gonna do the right thing but you gotta cover your ass. Keep the email from being pissy, that’s all I ask. She’ll be okay. She’s very reasonable.” “I don’t think she’s very reasonable.” “I’ll take care of it,” Larry assures her. Donna does not react well when Larry explains Rachel’s dilemma. “Bankers don’t lie? Give me a fuckin’ break. What does that bitch do for her money? She’s so concerned with covering her ass she can’t do her job. Larry, I think you ought to tell Harvey we need a banker with some experience on this job. We’re not gonna get a deal done. They’re not gonna get their big bucks. He’ll understand.” “I don’t want to ruin her career…” Larry begins. “You what? Are you fucking her? What does her fucking career mean to us? We got a company to sell and that twat can’t do the job and you don’t want to ruin her career?” “Donna, look, I’m not fucking anybody…” “You and Louise have a problem? That why you’re protecting this incompetent—” “That’s not what I meant! Calm down and listen to me for a minute. We don’t want a banker that’s too experienced.” “Well, we don’t have to worry about that. But please tell me why we want an inexperienced twat?” “Look, Donna, you and I go back a long way…” “And…” “And we understand each other. This isn’t gonna be an easy deal to get done at a good price. In fact, in this market it probably isn’t gonna happen at a good price.—” “It isn’t gonna happen with an incompetent banker,” says Donna.
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“Do we want the deal to happen? Do we want a lousy deal and we lose our company before we have a chance to recoup? Did you like it when Georgie called you up and didn’t offer you the CFO position?” “I didn’t give him a chance to offer me the CFO position,” says Donna. “Whatever. No deal’s gonna get done that we like. Not that I wouldn’t try to get one done if it was good, but there just isn’t gonna be one with the market the way it is. But you know our Board are a bunch of pussies. We have an experienced banker, he’ll sell them on whatever is the best deal he can get, no matter how shitty it is for you and me, how shitty for the company. No deal, they don’t get any commission, right?” “Right. So you want a banker who can’t even find a bad deal and, even if she did, can’t sell our Board.” Larry laughs. “I knew there was a reason I hang around with you. It’s because you’re so smart.” “Okay,” says Donna. “I get that part, actually. But then what? How’re we going to pull this out?” “We’ll figure that out soon as we get time. Monitored Service’ll kick in at some point. That’ll help. Stocks in the portfolio’ll come back up. We’ll be okay. Not like were before, no one is. But we’ll be okay.” “Lar, I bought your thinking up to that point. But you’ve got your head in the sand. We can’t just wait. Things aren’t going to get better by themselves. Speaking as your friend, I’ve got to tell you that you don’t have the intensity you once had. Can’t say I blame you, but it’s a fact. And I’m pretty burned out, too. We both thought this’d be a bigger hit by now after the IPO and the stock taking off. Even after the secondary. Frankly, I thought I’d’ve cashed in my chips by now, gone on to be a CEO at some startup. And I bet you thought you’d get a CEO in, back off to just being Chairman, hunt more mushrooms, get into some other kind of trouble — whatever turns you on these days.” “I don’t quit,” says Larry. “You’re right; I’m sick of a lot of the shit. Don’t want to hear any more whining from HR. Could do without the chat group assholes. Board meetings aren’t a lot of fun anymore. But you know, shit happens. We are where we are; what can we do but keep going? What I don’t want to do is let the company we made go for a shit price because we’re selling at a low. That’s what I really don’t want to do.” “Lar, you got balls. I’ve always said that about you. Well, actually I didn’t tell anybody but you do. But, I gotta tell you, I don’t think I can keep doing it. I’m burned out. And all this Sarbanes-Oxley shit and all the stuff I gotta do with accountants now that doesn’t do anything but help politicians pretend they did something about Enron. And worrying about getting sued all the time. And listening to that bitch Joanne on the Board calls. Larry, I’ve had it. We get a good price, I’m out in a minute. But, you know, the headhunters call and I’m gonna have to listen. Think about my career. Think about being a CEO and not a CFO anymore.” “You getting CEO offers from headhunters? Even in this market? There’re no startups to be CEO of.”
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“What they’re calling about is companies that are still alive but bleeding. Like us. Or some of the ones that never got to go public. The boards realize that the CEO can’t make it. Maybe he’s burnt out. Maybe he wasn’t the right guy anyway. So they’re looking for someone to take over. We did a good enough job so they think of me. A few startups, too, but mostly rescue jobs.” “Sounds like you HAVE been listening to the headhunters.” “Lar, looks like we’re gonna sell this company. We put ourselves in play. I have to keep my options open. It’s not disloyalty; it’s just being practical. I didn’t know you had a plan to not sell the company. You could have told me that.” “I am telling you,” says Larry. “But, yeah, I should’ve told you before. Frankly, didn’t know if you’d agree but shoulda told you. So now you know. You don’t have to look for a job. Unless we get a really great offer — and I don’t think that’s gonna happen — we’re still here. Dom’s been working better lately; I think he grew up some. We just do our shit and we pull it out.” “It’s not so simple, Larry. Maybe I should have told you I was talking to headhunters like you should have told me that we aren’t really in play, that you have a plan to stop a pussy Board from selling us out. I’m actually pretty far along with one deal. Pretty good one for me. They’ll even go a long way to compensate me for hackoff options that are underwater anyway.” “They gonna make you CEO?” “And Chairman, I insisted on that.” “Care to tell me who it is?” “No. I’m sorry, Larry. I really am. I thought we were gonna be sold out and I looked around and this is pretty good for me.” “You locked in?” ”It’d be very hard to say ‘no’. Cost me a lot of credibility. And, I have to tell you, the alternative’s not great. So, we don’t sell the company. I stay on as CFO. Do the same old shit. It’s a long slog back, Larry. For what? I can move right on to being Chairman and CEO. Now that I know I have the offer, that’s really the right thing for me to do.” “I don’t think I can do it without you, Donna. Hate to say it but it’s the truth.” “I don’t think you have an option, Larry. I appreciate your saying that. I really do. Means a lot to me. ‘Specially because I think you mean it. But I think it’s one of those times when we go our separate ways. It’s happened before. Maybe we meet again in some other gig.” “Okay, you’re not leaving me any choice.” “You gonna sell? Better get another banker if you really want to. I’ll help you with that. Help you with the sale. I can buy some time for that.” “I already told you I’m not gonna quit. You know me better than that.” “You just said you had no choice.” “I’ve got no choice; I gotta keep you here,” says Larry. “How’re you gonna do that? You gonna chain me up? It was fun when we tried it a million years ago but it isn’t gonna work now.” “Look, Donna, you’re sick of being CFO, right?”
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“Yeah, right. I said that.” “And you see I’m sick of being CEO, right? Been there, done that.” “You want to switch jobs?” “Be serious. You see me as a CFO? I could wear your little black dress better than I could be CFO. No, look, here’s the deal: You stay and fight this out with me. First we make sure we don’t get sold out for a shit price. Then we get ready to save the company. But, like you said before, I pull back to Chairman only and you be CEO. Only you got to train the new CFO. That’s your first job. So your career keeps going. You don’t have to take some dumb offer at some other company. We do the strategy stuff together — as a team. You get your rocks off being CEO — it’s not as great as you think, but you wanna do it. You’ll like it at first. You’ll do a good job. We’ll all be rich again.” “Larry, you never cease to surprise me.” “Okay, then?” “You think this is a date? We get to the door; you’ve made me laugh. Now you just ask ‘Okay?’ and we jump in bed?” “Happened like that twice before with us.” “When was the second time?” “When you joined hackoff.” “Bullshit, I did all kinds of diligence. Asked everyone I knew about a company with a weird name and an ex-con running it. Had to think a lot.” “Bullshit, yourself. You did all that stuff after the fact. I saw your eyes. They said ‘yes’ when I told you what the plan was.” “I’m not saying ‘yes’. I’m older now.” “Are you saying ‘no’?” “No.” “No, you’re not saying ‘no’? Or just ‘no’. Didn’t I teach you anything about being clear?” “Yeah, you taught me that it was a bad idea. I gotta think. I’ve got some questions.” “Shoot.” “When do I get to be CEO if I stay?” “Well, you know I haven’t had a lot of time to think about this. But, what I think is, we get to the end of ‘exploring strategic alternatives’; that’s a couple a more months, right? Got to be sure we’re looking out for the shareholder’s interests and all. Then we make an announcement: ‘We’ve looked at all the alternatives. Some very attractive offers. But, you know, we figured out that nothing is as attractive as going the course by ourselves. Things are looking up. Got this great new plan. And we promoted Donna Langhorne — blast of trumpets — to be the new CEO for hackoff version 2.0. Girl — excuse me — woman’ll set the place on fire. Old Larry, he’s best at scheming. We’re gonna give him lots of time, because he’s gonna devote himself to strategy and changing the Board’s diapers. So Larry’ll make these great schemes — with Donna’s buy-in, of course — Donna’ll beat or charm the troops into submission as required. And hackoff’ll rise again.’”
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Donna stifles a laugh and says: “What if the Board doesn’t go along? I know where one ‘no’ vote comes from. Woman’s intuition tells me she may be able to sway Joe, too.” “May be a problem, but I don’t think so. Once they decide not to take any shitty offers — and that’s gonna be the hard part — they can’t make me be CEO if I don’t want to. The company’s got to come out swinging; can’t do a CEO search. We present a united front. Dom’ll join in. He won’t want to work for anyone except me or you. He’ll be afraid a newbie won’t appreciate him. Might rather work for you than me, actually. They got no choice but we gotta play hardball.” “You gonna play hardball?” Donna asks. “You ever know me to have soft balls?” “I could sue you for harassment,” she says, smiling. “You won’t,” he says. “You’re having too much fun.” “Don’t count on it. Next question: Do I get to end the ‘equity’ stuff? Can we sell just for real money?” “That’s not a CEO call. It’s a Board call and my call. This isn’t the time to give up on that.” “Larry, you’re right, it isn’t a CEO call but I’m asking now as part of ‘let’s make a deal.’ I don’t want to take the job if we can’t win. And, as good an idea as it was, I think it’s time has passed.” “You drive a hard bargain.” “You want a CEO who doesn’t?” “Look, here’s what I’ll do on that. I think you’re wrong. I think equity works; you don’t give up on it at a market bottom. But I’m gonna give you that call when the time comes. When we announce our new strategy. You just gotta promise me you’ll keep an open mind. You look at the facts the way they are before you make the call.” “Done,” says Donna. “So you stay?” “Yeah. I guess, for now. You wore me down. What’s a girl — I mean a woman — supposed to do? One more thing, though.” “Great, you stay. I get to give you a hug?” “You keep your hands off. You’ve done enough damage already. Anyway, I got one more thing.” “What, one more thing? Can’t be one more thing when we’re through bargaining?” “This is post-bargain. Part of implementation. Look, we got the meeting coming up with the vulture buy-out firm next week.” “So?” “So let’s not have your dumb banker in that meeting. These guys are junkyard dogs but they’re smart. We can’t have someone dumb there. Too many variables.” “She won’t want to miss it…” “Too fucking bad. She’s so dumb she’s dangerous.”
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“Yeah. Okay. Whatever. Remember, she’s gonna send you this CYA email about not lying…” “Yeah, I won’t flame her back. Part of the deal. Just don’t let her in the meeting with the vultures.” # That night Donna tells Francis: “I sort of fell into it, to tell the truth. I didn’t know he had a plan — should of known, but I didn’t — and I didn’t know he needed me to pull it off. Then I saw his reaction when I started talking about headhunters so I just took it from there…” “You have been talking to some headhunters,” he says. “Yeah, but nothing good, at least not yet. It’s not a good time for CEOs even if I convinced Larry it is. I just winged it, and he did just what I hoped. I really would rather be CEO at hackoff than anywhere else. It is a good company; it does have the best product. Once we get rid of that stupid equity instead of cash stuff that Larry’s in love with and stop managing for quarterly results, we’ll do fine. I can do this.” “I’m sure you can. Babe, I’m sure you can. Once you guys get out of being in play — and I don’t think that’ll be as easy as either of you think — once you get out of being in play, are you sure Larry’ll keep his word?” “Well, funny thing, as much of a liar as he can be, he’s always told me the truth — pretty much. I think he will. I’ll cut his balls off if he doesn’t, but I think he will.” “Good. Babe, we’ve … you’ve worked hard for this. I’m happy for you.” He reaches over and runs a fingertip down her cheek. “Ready for bed?” “No, not yet. I’ve got a lot to think about.” ### Larry, Donna, and Dom are discussing outsourcing to Jenin Associates. Larry has explained that they work very cheaply and are willing to do a trial job with payment depending on satisfactory completion. “You know, Larry, a year ago I would’ve been against it on principle,” says Dom. “I mean it is easier for me to control all the programming if it’s done here. And there isn’t a better team anywhere. Price-per-hour doesn’t mean a lot either, because we know a good programmer can be fifty times as productive as a mediocre coder. And bad programmers are a negative — they take you backwards…” “But?” asks Donna gently. “But, there’s more work for the core group here than it can do. Monitored Service needs lots of tweaks. Staying ahead of the hackers is a bigger and bigger job, even for us. I’d take some relief if we can get it. And I know the pressure we’re under; I do understand that we have to manage for profitability…”
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“You hardly sound like a phreak, anymore,” says Larry. “Phreaks don’t ‘manage for profitability’. You sure you can still do your job?” Dom pauses, looks, sees Larry is smiling. “Yeah, well, way it happens. There’s no one could do it better. But, you know, I do understand this profitability thing. When the rules of a game change, they change. Can’t just whine about it. Got to learn the new rules fast and win. Nothing new about that. So, anyway, I can see doing the outsourcing thing. Even willing to believe we could manage these guys remotely wherever they are. Hope they don’t strap on a belt in the middle of a job and go blow themselves up at a bus stop.” “Supposed to be, we give them jobs, they don’t feel like blowing themselves up anymore,” says Larry. “At least it’s supposed to work that way.” “So now Dom’s ‘managing for profitability’ and Larry’s a do-gooder,” says Donna. “This mean everybody’s growing up? Might not be fun to work around here anymore.” “Seriously, Donna,” says Dom. “It’s okay Dom. I was just kidding. I like working with you guys. I like where we’re going with this. I just wanted to give you some shit for old time’s sake. Go ahead with what you were saying; don’t pay any attention to me.” “So,” says Dom. “I can see doing this, I really can; but…” “Smart guy once told me ‘disregard everything before the “but”’,” says Larry. “What do you really want to say?” “Security’s the problem. I mean we can’t lose control of any of the source code. We can’t have anybody outside knowing how the shit works. Too dangerous. What’s to stop these guys, once they know how we do it, from turning into super-hackers, financing a whole jihad by raiding our customers. Nothing against them but…” ”I even worry about the code here,” says Larry. “I know what you’re saying. So what could they do without any source code?” “Here’s what I’ve been thinking,” says Dom. “It’s like you’re reading my mind. There is stuff could be done without the source code. There’s UI and administrative stuff that I give the newbies before I have real confidence we’ll want to keep ‘em. Don’t need the source code for that.” “Even having them do the UI scares me,” says Larry. “Sure, we don’t show them the source code and that’s good. But it runs at the customer sites so suppose there’s a Trojan horse in it? Suppose they can use that to open a back door?” “Right. Had the same thought. So that leaves the administrative stuff that runs here. The crap for Donna — no offense. We already make sure there’s no connection between the administrative systems and the security systems. They’re on different networks that don’t talk to each other.” “Right,” says Larry. “That’s safe, but do we have enough of the administrative stuff to make a difference? Is it worth doing? I don’t think so.” “You’d be surprised,” says Donna. “There’s stuff I don’t even ask for that could help us control expenses, collect bills, analyze customers, measure marketing, control salesmen — well, maybe control salesmen. Anyway, I don’t ask for it because I know Dom hasn’t got the horses to do it with what else’s on
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his plate. And there’s gonna be more we have to do because of Sarbanes-Oxley. I think we can find some administrative jobs to try them out on and, if they’re good and cheap, there’s more.” “When I think about it,” says Dom. “There’s some UI they could do, too. The stuff for the website. That’s in its own firewall; doesn’t run at customer sites. Doesn’t run here either. If they’re good at the administrative stuff we could give them some of that.” “Dom,” says Larry. “I really appreciate the way you’re thinking. I want you to do one more thing for me, though.” “Sure, Lar, what?” “Put your hacker hat back on. Be as bad as you can. Think if there’s any way we can get burned, or our customers can get burned from this. If you were the guys in Jenin, how could you use this to crack us? Tomorrow, if you can’t think of anything we can’t guard against, then we’ll give it a try.” “You got it,” says Dom. “Gotta go play racquetball. See ya.” “Since when did Dom play racquetball?” asks Donna. “Beats me,” says Larry. “Used to not want to be in the court because of the claustrophobia but he got over that. Says it’s a new game.” “He’s saying that a lot lately.” “Yeah, but still a game. Once a hacker, always a hacker.” “What about you?” “I was never really a hacker — not like Dom,” says Larry. “I play my games. I was good. Dom is the true hacker.” “Whatever,” says Donna. “Whatever’s going on is good. I think maybe you’re right: we can get out of being in play. We can make all this work. It just takes a little longer than we thought. It’s starting to be fun again.” “Glad you feel that way,” says Larry. “Keep it up.” ### From: Sent: To: Subject: Donna Langhorne Thursday, March 14 8:52 AM Larry Lazard; Dom Montain; Rachel Roth Meeting with Condor Partners
Larry Lazard and I met with Condor partners at their offices in Manhattan yesterday. Hal Slozik, managing partner, and James Williams, associate, from Condor were there for the whole meeting. Partner Helen Curtis was there for the first half hour. Told us in the beginning that she’d have to leave early. Slozik was visibly bored during Larry’s pitch. Frequently checked his Blackberry. Curtis paid attention as long as she was there. Williams was the only one to ask questions during the pitch. Most seemed to be just for general understanding. He’s pretty dumb and didn’t understand much.
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Curtis did ask if there was anything that differentiated us from antihack. Larry told him about the equity strategy. I told him about our technology lead and patents. Curtis said that he heard that the technology was identical. We showed him the slide again on how we’ve been able to protect our customers faster and better but he said that, as far as they were concerned, they couldn’t see any real differentiation. I pushed on the patents which antihack clearly doesn’t have but Slozik got impatient and said to go on with the presentation, then tuned out again. At the end, Slozik refocused and asked how much we wanted for the company. Larry told him that’s not the way we’re doing the exercise. He explained that we’re doing the pitch to those who have shown interest, then soliciting expressions of interest including a bid from those who have interest. Slozik asked how much the company is worth. I told him that depended on what someone was willing to pay but we weren’t going to let it go for a price below what we thought it was worth. Would get best value for shareholders whether that was through a sale of by continuing to run the company. Slozik asked what was the minimum bid, then. Larry said we’re not answering that question. To some degree depends on what happens with the company in the next couple of months as we look at our own results, which are looking up. Slozik said he thinks we’re not serious. Either we want to sell or we don’t. He’s heard lots of these pitches and everybody always talks about intangible value but he knows people who come pitch to him are sitting on a business that’s losing value. Larry said maybe we’re at the wrong place, then, because we’re gaining, not losing value. I pointed out the good things that are happening with cash flow. Slozik said maybe we are at the wrong place but not from what he hears. He hears we need to get out, be private. Maybe the company succeeds, maybe the assets just get sold. Doesn’t matter to him. He’s not going to buy anything except at a good price and then he’s going to get his money’s worth out of it. That’s what they do. Happy to pass on something if the price is too rich. Never looks back if he does. Doesn’t care if he should have paid more. But, when they buy, 99% of the time they get their money out and more. Don’t forgive themselves if they overpay.
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He said he knows someone at Barcourt. He’ll talk to him, find out what he needs to know, then he’ll make a bid or not make a bid. Larry said he presented the information that’s available for those who want to make an expression of interest. Also pointed out that, since we’re public, more information is available in our filings. Slozik had Williams show us out. It is obviously important that Barcourt remember that it is hackoff they are representing here. I don’t know whether there are other dealings between Barcourt and Condor or whether Slozik will actually contact anyone there but Barcourt should not give Condor any additional information without explicit approval from hackoff management. Donna
From: Sent: To: Subject:
Rachel Roth Thursday, March 14 9:52 AM Larry Lazard; Dom Montain; Donna Langhorne RE: Meeting with Condor Partners
Of course, Barcourt is representing hackoff in this transaction. We are fully aware of that. I’ve checked and Condor and Barcourt have been involved in deals together. One of our partners also plays golf with Slozik. Our Chinese wall is firmly in place so, obviously, there is no leakage of information between the teams working with the two entities. Frankly, I wish I could have been on the call. I am familiar with the way the buy-out firms work and may have been able to make the presentation go more smoothly. Nevertheless, I consider it a good sign that they said they’ll get back to you after checking with Barcourt. They don’t usually say this unless they mean it. Perhaps we’ll learn more about their level of interest when they call us. If so, we’ll be sure to pass it on to you.
From: Sent:
Rachel Roth Thursday, March 14
9:58 AM
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© 2005 Tom Evslin Larry Lazard RE: Meeting with Condor Partners
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I don’t want to “rub it in” but I know it was Donna who insisted I not be allowed to accompany you on the call. I really do believe I would have added value with this important prospect. I also resent her insinuation that we might act unethically and reveal inappropriate information to Condor.
From: Sent: To: Subject:
Donna Langhorne Thursday, March 14 9:58 AM Larry Lazard RE: Meeting with Condor Partners
Yeah, right, she would’ve made the meeting better. That was just what we didn’t need. Notice that there’s a “Chinese Wall” but they’ll tell us what they hear from Condor. A Chinese Wall means they’ll tell both sides exactly what it’s best for Barcourt to tell us. Maybe we can figure some way to use that to our advantage.
From: Sent: To: Subject:
Larry Lazard Thursday, March 14 10:00 AM Donna Langhorne RE: Meeting with Condor Partners
Cool it; she’s doing her job.
From: Sent: To: Subject:
Larry Lazard Thursday, March 14 10:01 AM Rachel Roth RE: Meeting with Condor Partners
Cool it; she’s doing her job. ### “Larry, I shouldn’t be doing this,” says Rachel. They are in a noisy Italian pizza place in Dumbo under the lights of the Brooklyn Bridge. “I won’t tell,” says Larry. “Trust me. What are we doing by the way?” “I’m giving you a heads-up that I shouldn’t be giving you.” “I was hoping we were having a … uh … another tryst.”
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“We agreed that was a one time thing,” Rachel says. “Before that we agreed that it was never going to happen,” Larry reminds her. “Larry, we have a problem….” “Ahmed found out? Louise found out?” “Larry, this isn’t about us. You’re not going to want to hear this and, frankly, I shouldn’t be telling you.” “Why are you?” “Honestly, I’m not sure. I like you. I wanted things to come out differently. I hoped they would but…” “Are you marrying Ahmed?” “Larry, be serious. This isn’t about Ahmed.” “Then it must be about us, right?” “Not exactly. Look, this is hard enough. Please let me say what I have to say.” Larry says nothing. “Larry, you know we both hoped that, once hackoff was known to be in play, the stock would go up enough so we could get some bids that you’d consider attractive…” “Well, it went up and it went down. Story of my life. Not your fault we didn’t get better bids. Now we’ve just got to go ahead and make the company the success it can be. I know it’s a disappointment for Barcourt that it won’t get the big commission but you get what — more than a million — just for the fairness opinion.” “Larry, we have offers.” “Nothing real. An offer for some shit antihack stock to let us go down the tubes with them and an offer from the junk dealers — what’s their name — Condor, for about ninety cents on the dollar for our hard assets. Look, it’s not your fault—” “Larry, PLEASE let me say what I’ve got to say. This is the part I really shouldn’t be telling you yet, but you’ll know soon enough…” She tails off, but Larry says nothing. “You know,” Rachel resumes, “we have a very formal policy we go through in giving these fairness opinions…” Larry says nothing. “We have to be very careful and very thorough in what we do. We are working for the Board of Directors and indirectly for the shareholders.” “And?” asks Larry. “Of course, I’ll be able to show you the details later, but how it come out … how the fairness opinion is going to come out is that the right thing for the shareholders is hackoff accepts one of these offers.” “You’re shitting me?” “Larry, I told you you wouldn’t like it. But there it is.” “You’re telling me that Barcourt is going to say that best thing for our shareholders is we sell their assets to vultures for ninety-fucking-cents on the
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dollar, that we just throw away all the value of the intellectual property, the patents, all that?” “At the current stock price we’d recommend going with the antihack deal.” “Oh, is that what ‘we’ would recommend?” asks Larry, snarling now. “’We’ recommend that hackoff be part of that piece of shit antihack. That we let Georgie-boy Wrobly run both companies into the ground at the same time. That—” “Larry, I’m sorry. I knew you wouldn’t like that. But it’s just numbers. With the stock where it is, the antihack offer is worth more to the shareholders than the Condor offer. If the stock goes down, maybe Condor is the better alternative. At this point, I think we want to get them both into a final round of bidding, hopefully improve both offers.” “This isn’t going to happen,” says Larry. “This isn’t happening. We gave you the projections; we showed you what the company can be worth.” “We can’t disregard the auction process we’ve been through. And we can’t disregard what the market is telling us through the stock price. We have to take all those things into consideration.” “This is fucking circular. I’m not an idiot!” Rachel leans across the table. “Larry, no one said… Please keep your voice down.” “This is a con game to get a commission for Barcourt. You got two jobs. One: get us good bids. Didn’t happen. Two: figure out what is a fair price for the company in case there are no good bids. So what you’re saying is, since there’s no good bids, what the company is worth is something less than the bad bids. Bullshit! Didn’t you look at the numbers we gave you?” “Of course we did, Larry. Of course we did. But, even if we accept them as gospel — and we all know that there’s risk in those projections — we’ve still got to look at how the market is likely to view those results. Equally important, we have to look at how the market is going to value the company in the interim. We’ve got to look at the stock price actually coming down further if we say there have been no good offers and we’re just going to do more of the same.” “We showed you how this can be a company that makes lots of money even if the stock doesn’t go up again.” “Even if we accept those as a starting point — and we did — the numbers would be even better in combination with antihack.” “WHY?” demands Larry combatively. “It’s obvious…” “Not fucking obvious to ME!” “Please don’t shout, Larry. You could be overheard — even in this place. If we put the two companies together, they dominate the industry — of course, we don’t use the D word with lawyers around, but you know what I mean. If we assume that the market will someday value this segment again, then a single major company is going to get more value than even the sum of two competitors beating their heads in—” “There aren’t gonna be two competitors.”
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“Not if you two combine. That’s why it makes sense. I know you understand.” “antihack can’t stay in business,” says Larry. “They’re lucky they got as far as they did, mainly by copying us. They don’t have the technology; they don’t have the patents.” “Larry, there’s perception and there’s reality and it’s perception that matters because that’s what people act on. I know you don’t like to hear it, but the one theme we’ve heard through this whole process is that no one sees any difference in the technology of the two companies.” “So what happens next?” “Larry, I want you to understand…” “WHAT HAPPENS NEXT?” “Well, it’ll be more than a week before we finish the preliminary fairness opinion and the recommendations. Another week to go through internal review at Barcourt. Then we can show them to the management team first, if you like, but we do have to show them to your Board.” “And just to make sure I understand, what is your recommendation going to be?” “Well, it depends some on the stock price at the time, but basically it’ll be that we attempt to solicit firm bids that are somewhat higher from both parties — don’t want to eliminate either one yet — and that we get into a final negotiation process, which is hopefully a bidding war.” “Two weeks?” asks Larry. “What? Yeah, about two weeks. If you want to schedule a Board Meeting then, it might be helpful. But, please, I shouldn’t have told you anything. There’s still a lot to go through at Barcourt. Please don’t tell anyone.” “See ya,” he says and leaves Rachel alone in the noisy restaurant. He puts on his coat as he leaves the restaurant and heads uphill to the subway. On the way to the station, he calls Donna and Dom and arranges to meet them at the office. # On April 18, 2002, a large number of e-commerce sites are attacked by a hacker who calls himself or herself “Paul Revere”. A significant number of credit card numbers and authorization codes are stolen and quickly used. Even traditional shopping is affected since so many people have to cancel their compromised credit cards. For the first few days, neither antihack nor hackoff has anything to say publicly about the attacks. Initially, the stocks of both companies decline as analysts and chat groups alike speculate on what liability they have and how they will be affected by the general drop off in e-commerce. On April 23, hackoff closes at eighty-five cents, down from $2.05 the week before. antihack is down a slightly larger percentage.
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“At this price, Larry,” Rachel says in a phone call, “it looks like the Condor offer will be the better one.” “Is that right?” asks Larry. “Yes, that’s right. You don’t sound interested. We’re ready to send you a draft of our report. Is there a date set when we can meet with the hackoff Board?” “Not yet. We’ve been sort of busy with this virus thing.” “That’s certainly not very helpful coming right now,” says Rachel. “I hope Condor doesn’t use this as an excuse to lower their bid. But, knowing them, they might. Exactly how many hackoff-protected sites were hit by Paul Revere?” “We have nothing to say about that currently.” “Larry, we’re your bankers. This could be something material to factor into our analysis.” “We have nothing to say about that currently.” “I’m sorry, but you’re being unreasonable. We can’t do our job unless we have all the relevant information.” “Yeah, well,” says Larry, “being you’re a banker, you’re probably not a security expert, right?” “Why does that matter to what we’re doing?” “Because this is a security problem, not a banking problem. Hackers would like very much to know which sites have been hit and which haven’t, who’s vulnerable and who’s not. I tell you anything, you’d have to send it out over email at Barcourt. You think your email’s secure?” “Well, I don’t know, but I would think so.” “So did all the sites that got hit. Trust me, your email’s not secure. I wouldn’t even trust my phone if I were you. I’m not trusting any information to Barcourt that could be useful to hackers.” “So how are we supposed to finish our job? How do we know how much damage this is going to do to your valuation?” “That’s why you get paid the big bucks,” says Larry. “See ya.” He hangs up. ### Media Contact: Eve Gross Chief Marketing Officer 212 555 1000 [email protected] For Immediate Release HACKOFF.COM CUSTOMERS PROTECTED FROM ‘PAUL REVERE’
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April 29, 2002 — New York, NY — hackoff.com.® (NASDAQ: HOFC) has concluded an investigation of the effects of attacks by the hacker called “Paul Revere” on sites using hackaway™ software. Preliminary results indicate that no site which was using the software as instructed was penetrated by Paul Revere despite a large number of attempts. The company investigated fully reports by several customers that they had been compromised. However, in each such case, it was clear that the customers were not using the software in accordance with hackoff documentation. hackoff is working with all customers to assure their understanding of the proper use of the software. “I am very proud that our product withstood these relentless attacks,” said hackoff Chairman and CEO Larry Lazard. “The danger from hackers is clearly on the increase and we are dedicated to protecting our e-commerce customers and their customers from this danger.” # hackoff stock closes up twenty-six cents at $1.42 after trading as high as $1.67 during the day. On April 30, antihack announces that “a large number of its customers’ sites” had been successfully penetrated by not only Paul Revere but a number of other hackers as well. A preliminary investigation by the company has revealed that there was rogue code called a “back door” in an emergency upgrade antihack distributed to its customers in mid-March. This back door allowed the hackers who discovered it easy access to the sites of antihack customers. The preliminary investigation also found evidence that the antihack development facilities themselves had been hacked. The back door was apparently inserted during part of antihack’s software build process. Because security of the development site has been compromised and the exact compromise has not yet been found, antihack is unable to say when it will be able to deliver a fix to its customers. In the meantime, antihack advises customers not to assume that they are protected from Paul Revere and similar attackers. antihack stock closes down fifty-percent on the day at less than a dollar. hackoff stock continues to climb and closes up thirty-eight cents at $1.80 after almost reaching two dollars during the trading day. On May 6, hackoff announces a “competitive upgrade” program for licensed customers of antihack. The company will give a fifty-percent credit towards hackoff’’s hackaway software for those who pledge to remove the antihack product from their servers. Larry Lazard explains that the requirement that antihack software be removed is necessary for the safety of
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the customers since known and unknown problems with it might prove an end run around the hackaway protection. On May 16, hackoff stock falls twenty-five cents to $2.08 when the company announces that it has decided that the best course for stockholders is NOT being acquired. The company reveals that it has had several offers — one of which was from antihack — but these offers are below the price the stock is trading at and do not reflect the fact that hackoff protection was not penetrated by the largest attack on e-commerce sites ever to have occurred while software provided by hackoff’s major competitor was badly compromised. The announcement includes the fact that the company’s bankers, Barcourt & Brotherson, have issued an opinion that declining these offers is “fair” to stockholders. On May 28, antihack announces that it will not come anywhere near the sales or earnings which it had forecast for the second quarter. hackoff stock soars over $2.50 and closes at $2.47.
NASDAQ 2/26/02 - 5/28/02
2500 2000 1500 1000 500 0 3/5/2002 4/2/2002 4/9/2002 2/26/2002 3/12/2002 3/19/2002 3/26/2002 4/16/2002 4/23/2002 4/30/2002 5/7/2002 5/14/2002 5/21/2002 5/28/2002
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2/ 26 / 2/ 200 28 2 /2 3/ 002 4/ 2 3/ 002 6/ 20 3/ 02 8/ 3/ 200 12 2 3/ /200 14 2 / 3/ 200 18 2 / 3/ 200 20 2 /2 3/ 00 22 2 3/ /200 26 2 / 3/ 200 28 2 /2 4/ 002 1/ 2 4/ 002 3/ 20 4/ 02 5/ 2 4/ 002 9/ 4/ 200 11 2 4/ /200 15 2 4/ /200 17 2 / 4/ 200 19 2 4/ /200 23 2 4/ /200 25 2 4/ /200 29 2 /2 5/ 002 1/ 2 5/ 002 3/ 2 5/ 002 7/ 20 5/ 02 9/ 5/ 200 13 2 5/ /200 15 2 5/ /200 17 2 5/ /200 21 2 5/ /200 23 2 / 5/ 200 27 2 /2 00 2
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Chapter 13 - April 4, 2003 AM
NASDAQ 4/2/03 - 4/3/03
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HOFC Daily Trading 4/2/03 - 4/3/03
$1.80
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###
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Initial Interview by NYPD Detective Mark Cohen 4/4/2003
Ahmed Qali (9:01 A.M.) Q: Mr. Qali this is an informal interview. However, you do have the right to an attorney of your choosing. If you cannot afford an attorney, the City will provide one for you. Moreover, any statements you make to me today could be used against you in a court of law. This interview is being taped. Do you understand and agree to these conditions? Yes. I understand. Do you also agree to these conditions? Is it necessary for me to agree? I cannot proceed with this informal interview unless you agree to these conditions. However, you are not required to submit to a voluntary interview at this time and do have the right to be represented by an attorney. And, if I do not agree to these conditions and this interview, then what are the consequences? You do have the right to be represented by an attorney to answer questions. Your willingness or unwillingness to cooperate cannot be taken as evidence of guilt or innocence. If you are not willing to submit to this informal interview, you can and may be legally compelled to answer questions. At such time, you will still have the right to be represented by an attorney. Am I likely to be “compelled” to answer questions? That decision is not up to me. However, I can tell you that we are interested in learning more about your whereabouts early on the morning of April first and your relationship with the deceased, Lawrance Lazard. I believe that means I have no choice but to cooperate. I must reiterate that, at this point, your cooperation is purely voluntary. You also have a right to be represented by an attorney. We cannot proceed any further unless you do agree to the terms of this interview. I have no choice. Please proceed. You have a choice. Do you agree to the terms of this interview as I described them to you? Would you like me to repeat those terms? I agree to these terms. Please proceed. Do you wish to be represented by an attorney? I already said... You said you agreed to the terms. The terms include your right to be represented by an attorney. Do you understand and agree?
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Yes; yes. I have said that. Do you wish to be represented by an attorney? No, no. If, at any time during this interview, you wish to be represented by an attorney, please make that known and the interview will cease until representation has been arranged. Is that understood? Yes, it is. I am now handing you a consent form in which you acknowledge that I have advised you of your right to be represented by an attorney and that you have elected to proceed without an attorney at this time. Are you comfortable signing this form? No, I am not. But I will sign it. You should not sign this form unless you are comfortable with it. I will sign. The transcript of this interview will show that you reviewed the consent form, signed it and handed it to me. What is your full name? Ahmed Qali. Do you have a middle name? I do not. Are you married? No, I am not. Have you ever used any other name? I have given you the English version of my name. In my native country and in other Arab countries, I use the Arabic version of my name. What is that? Siyyid Ahmed Qali. You said you didn’t have a middle name; it sounds as if Ahmed is your middle name and your first name is Siyyid. Siyyid is a title, rather. It means simply that I am a descendant of the Prophet. Would native Arabic speakers consider these to be two forms of the same name? I believe they would. Have you ever been married? No. What is your address?
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145 111th street. It’s at the corner of 111th and Amsterdam. In Morningside Heights. Is that in Manhattan? Yes. It is. Is there an apartment number? Yes. It is apartment number two. Does anyone reside there with you? I believe you already know the answer to that question. For the sake of this interview, you must assume I know nothing. Would you like me to repeat the question? No. No one else lives with you at that address? No. No, I don’t need you to repeat the question. Does anyone else live with you at that address? I said I did not need you to repeat the question. Please answer the question. Yes. Who lives with you at that address? A woman named Rachel Roth. Do you and Ms. Roth have an intimate relationship? We both pay equal shares of the rent. That doesn’t answer my question. Then I don’t understand your question. Are you and Ms. Roth lovers? I have told you we are not married. Please understand that it is necessary for me to ask personal questions. I will rephrase my question. Do you and Ms. Roth have a sexual relationship? We do not. As I have explained, we pay equal shares of the rent. Are you saying that Ms. Roth and yourself are only roommates? We are roommates, yes. How long have you and Ms. Roth shared this apartment? Approximately three years and one month. Has anyone else lived with you and Ms. Roth in that apartment during this time? Yes.
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Who was that and during what time frame? I do not remember the exact dates. On one occasion my brother visited and stayed with us. Approximately when was that? For how long was he with you on that occasion? It was approximately in March of 2000. He was with us for two days. Has anyone else resided in the apartment with you and Ms. Roth for a period of longer than two weeks? No. No one has. Was there a time during your co-residency with Ms. Roth that you had a sexual relationship? Please define what you mean by “sexual relationship”? I think you probably know what that term means. I would appreciate it if you would answer the question. I believe your own President, Mr. Bill Clinton, has said that that term is difficult to define. Are you a politician, Mr. Qali? I am not political. In that case, I would assume you know what I mean by “sexual relationship”. I would like a definition of “sexual relations” before I answer that question. A few minutes ago, I asked you whether you and Ms. Roth have a sexual relationship. You answered me that you do not. I inferred from that answer that you understood what I mean by “sexual relationship”. Would you like to withdraw that answer? I would not. In that case, assuming I mean the same thing by “sexual relationship” now as I did when I asked the prior question about your relationship, please answer the question: At any time during your co-residency with Ms. Roth did you have such a sexual relationship? I would prefer not to answer that question. Do I take that as a “yes”? As I said, I am not answering that question. Am I compelled to answer that question? At this time you are not compelled to answer any question. Would you like to end this interview until you can be represented by an attorney? I have said that I do not now currently require an attorney.
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I must warn that you that I will terminate this informal interview if you insist on remaining uncooperative. I believe I am being cooperative. At what point during the three years that you and Ms. Roth lived together did you cease having a sexual relationship? I do not understand the meaning of “sexual relationship” well enough to answer that question. I am sorry. Did your sexual relationship with Ms. Roth end when her sexual relationship with the deceased began? I do not know when her sexual relationship with the deceased began. But you know she had one? I did not say that. Do you know that Rachel was seeing Larry Lazard? Of course, she is seeing Larry. Of course I know that. Her firm is the banker for hackoff and she is responsible in her firm for that account. Mr. Qali, please don’t play word games with me. My English is not sufficient— Your English is fine. When did you first know that Rachel and Larry were having sex? I ... I do not have an interest in her private life. Did you stop having an interest in her private life when you stopped having sex with her yourself? Was that when you found out that she was fucking her client, now deceased? Detective, I believe you are being abusive in the conduct of this interrogation. This is an interview, not an interrogation. Would you like to end this interview until you can be represented by an attorney? I believe it would be prejudicial for me to end this interview. You can believe whatever you like. I have explained that the choice is yours. We can have this discussion now, informally, or we can have a formal discussion in which you are under oath and are represented if you like, by an attorney. Please continue the interrogation. When and where were you born? I was born on May 1, 1968 in Beirut. Beirut, Lebanon? That is correct. Beirut is the capitol of Lebanon.
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I have been told that you identify yourself as Palestinian. Yes, I am Palestinian. But you were born in Beirut, which you have just reminded me is the capitol of Lebanon. How does that make you Palestinian? Have you ever lived in Gaza or the West Bank? I have never lived in the occupied territories. My family is from Palestine... Did they live in Gaza or the West Bank? They lived in what is now called Tel Aviv. That was their home for many generations. They were driven from there. Our house was confiscated by Zionists. They went into exile in Beirut. They lived there when I was born. That does not make me Lebanese. What does it make you? I am a Palestinian who cannot go home. I am a Palestinian whose home was stolen from him. Like many other Palestinians. Are you Jewish? During this interview, I ask the questions. Are you Muslim? I would like to know the answer to my question. I know a great many Jews, especially since I have come to the United States. My ... Miss Roth is a Jew. Larry Lazard is a Jew but his father is not. I cannot tell whether you are a Jew or not. What is your opinion of all these Jews you have met in the United States? They are quite intelligent. They do not think so differently than how we Arabs think. I believe we Middle Eastern peoples are more like each other than we are like the Europeans or other peoples who are here in the United States. But there is great conflict between Middle Eastern people. There is great conflict between European peoples. There is great conflict between African peoples, Asian peoples. We are not unique in that. You sound quite enlightened. Are you surprised? Perhaps you have an American prejudice against Arabs. Are you a Jew? That reminds me that you did not answer my question: Are you Muslim? Yes. Would you consider yourself an observant Muslim? I observe my faith as I believe is appropriate. I am here in Western clothes. I live among Westerners. I have not performed the Haj. Will you make the Haj? Do you attend a mosque?
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God willing, I will perform the Haj. I do attend a mosque. How often do you attend mosque? Which mosque? I attend mosque infrequently here in the United States. The mosques I have attended are usually in Brooklyn. There’s not one mosque which you consider to be your home mosque? There is not. Why is that? Isn’t that unusual? You have not told me what religion you have. I believe it is common for many Americans to have no place of worship that they attend regularly even when they identify themselves as belonging to a particular religion. Are you an American citizen? I am not, but I have made my residence here for many years. In some respects I am American. Have you made a study of Americans? I do not understand that question. You have shown your familiarity with our former President Clinton; you have made a comparison between the various ethnic groups which live here; you talked of American prejudice; you have now made a correct observation of American religious life. Are you a student of American culture? I am not a student; I am a businessman. Have you studied American culture academically? I did in preparatory school. Now I study Americans as a businessman. I must know the people I make business with. Please tell me your educational background. What would you like to know? What schools you attended and when. What degrees you achieved. From the age of six to nine, I attended the Koranic uh ... Institute, I think you would call it in English. It is in Beirut. I did not receive a degree from there. I understand. Was that first through fourth grade? That system is not used in that school. We were there and we progressed at an appropriate rate. I assume from its name that this is a religious institute. The school was not formally associated with a mosque, if that’s what you mean. But you did study the Koran?
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Of course. The Koran is the well-spring of our culture. The study of the Koran is the study of Islam. But it is also necessary for understanding the secular as well as religious aspects of the cultures of Islamic peoples. Were the teachers in this school Imams? Some were and some were not. Were you taught in this school to hate America and Jews? Was it a Madras? I believe you mean Madrassa. No, it was not that kind of school. All Muslims are not taught to hate; that, itself, is propaganda. We do not have the fanatic separation between secular and non-secular that you Americans have. Often they cannot be separated at all. But the schools I attended, while certainly Islamic, were at the secular end of the spectrum. Thank you for clearing that up. Why didn’t your parents have you attend schools which were more religious? They had me attend schools they believed would best prepare me for life, as your parents probably did. Where did you go after the Institute? I attended the Palestinian Middle School also in Beirut. I was there through what Americans would consider Junior High School, until I was fourteen. I did not receive a degree from that institution, either. Nor was I taught hate there although many of us — students and faculty alike — were very bitter at having our homes stolen and being exiled from our country. I understood that most Palestinians left Israel voluntarily because they were informed that the surrounding Arab countries were going to attack and they should get out of the way. Is that why your family left? I think you were taught propaganda in your school. Was it a Jewish school? I’ll ask the questions. Why did your family leave their home? They left because they were driven out by Zionists. Literally? Did armed Zionists come to the door and drive them out? I believe so. I was not yet born. Where did you go after middle school? I attended Phillips Academy in Andover, Massachusetts until I graduated from that institution. Is that a religious school? It is not. It is a secular school although it was religious at one time.
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When was it religious? What religion was it associated with? I believe it has been secular for the last century. It was originally associated with some denomination of Protestant. I do not understand these sects well. Join the club... What do you mean? I do not understand that. Do you mean that one must be Protestant to join some clubs in the United States? Have you been excluded from the clubs because you are Jewish? Please forget that last remark. Did your parents pay for you to attend this school in Massachusetts? Where did you live while you were there? Yes. My parents did pay for me to attend Andover and to board there as well. I lived in a dormitory called Abbot Stevens House. Are your parents wealthy? They have been blessed with good fortune. Were they blessed when they left Israel? They lost much when they were driven from their home. However, part of our family business was located in Beirut and so they had assets to draw on there in their exile. What was your family business? My father and his father were involved in trade. What did they trade? Fine items. Sculpture. Fountains. Islamic art. Their business was quite well-known. Are your parents still alive? Yes, thank God. Are they still in Beirut? They are now here. Here? The United States? New York? The precinct house? They presently reside in Park Slope in Brooklyn. When did they leave Beirut? Why? They left in 1982. Beirut had become inhospitable and no longer was a good market for the fine art they represented. They did not believe there was a good future for Palestinians in Beirut. Why is that? Lebanon has become a bone over which the Syrians and the Israelis fight. It has been destroyed. It is no longer a center of culture. It is no longer a place which is hospitable to Palestinian people.
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Did your father lose his business when Beirut became “inhospitable”? He did not. Is the business still in Beirut? It is not. Please explain. The business is no longer in Beirut. Where is the business? Do you not want to answer my simple question? I have given simple answers to your simple questions. The business is here, in the United States. While they were in trade in Beirut, my father and his brother, my uncle, established a part of their business in New York. So they had assets to draw on in New York when the time came. That’s happened twice, then? I do not understand. When things got bad in Tel Aviv, there were “fortunately” assets in Beirut. When things got bad in Beirut, there were “fortunately” assets in New York. Praise be to God. Where are there assets in case things get bad in New York? You would have to ask my father. After this school in Massachusetts, did you go to college? Yes, I did. Where did you go to college? Here in New York City. I attended Columbia University. Where did you live when you attended Columbia? Here in New York City. Did you live in a dorm? In a fraternity house? Columbia does not have fraternity houses. I lived with my parents in Park Slope. In the same place they live now? Yes. Did you graduate from Columbia? If so, when? What did you major in? I did graduate in 1990. My degree was sociology with a minor in mathematics. That’s an unusual combination. Did you attend graduate school? Yes, I did.
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Where did you attend graduate school? What degree, if any, did you receive? When? I received a Masters Degree in Computer Science from the Courant Institute at New York University in 1992. Where did you live while you were at NYU? Why did you go from sociology to computing? I continued to live with my parents. Did you ask another question? Yes. I asked what made you switch from sociology to computing. I believed that computer science was a better career path than sociology. I found that much of sociology consisted of making excuses for how people act. I did not wish to do that as a profession. Did computer science turn into a career path for you? Did you go to work after your Masters or did you continue in school? I went to work after graduation from the Courant Institute. However, I did not work in computer science initially. It has proven to be a career path, however. Please tell me each place you have been employed since your graduation — with dates. From 1992 until 1999, I was employed by my father and my uncle in our family business. That is located in Park Slope? The business is located in Queens on Rockaway Boulevard. And you were employed at that address during this whole period? That is our office. My business for the firm took me all over the world. What were the countries you visited most often? What’s the name of the firm, by the way? The firm is named Qali, Qali, and Qalid. You are the second Qali in the name? No, that is my uncle — my father’s brother. Who is Qalid? Qalid is the third partner. I already figured that out. Who is he? Another uncle? He is not my uncle. He is another partner. His name is Muhammad Qalid. Where does Muhammad Qalid live? He lives in Jenin.
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Where is Jenin? Jenin is in the occupied territories of Palestine. When did Mr. Qalid become a partner? He became a partner in 1998. Why did they need a partner in Jenin? I assume because he could help the business. My father and my uncle are businessmen and they make decisions based on what can help their business. You don’t know why he was added? I’ve already told you... You told me what you assume. You did NOT tell me that you KNOW why he was added. That is correct. Do you know why he was added? No. Let me digress a moment. Before you came to see me for this informal interview, did you ask anyone for advice on how to conduct yourself? I did. I— Before you answer, let me make sure you know that you have every right to have consulted with an attorney and, if you did so, you have every right to claim attorney-client privilege for that discussion and need not answer any questions about that discussion. Now you may answer. I consulted with my uncle. Is your uncle an attorney? He is, as I have told you, a businessman. Do you consider him to be your attorney representing you in this matter? I do not. Fine. Did your uncle advise you how to answer questions? He did. What did he advise you? He advised me to answer the questions that were asked and not to answer questions that were not asked. You can tell your uncle you’re doing that quite well. Did he advise you to tell the truth when you answer questions? He did not. Did he advise you NOT to tell the truth? He did not.
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Why do you think he didn’t advise you to tell the truth or not to tell the truth? I think he thought that such advice was unnecessary. Because you would know when to tell the truth and when not to tell the truth? I resent that implication. You have not answered my question. My uncle KNOWS I would tell the truth. He would have no need to so instruct me. What other advice did your uncle give you? He advised me not to be intimidated. He also advised me that I should expect to find prejudice against Muslims. Was he afraid you would be intimidated? No. Then why did he advise you against being intimidated? You said he didn’t advise you to tell the truth because he knew you would tell the truth. If he knew you wouldn’t be intimidated, why did he advise you not to be? His English is not so good. I do not believe he meant intimidation in the sense that you are using that word even though that is the word he used. What do you think he meant? I believe he meant to remind me that the authorities in this country do not have the same powers that the authorities in certain other countries have. If we did have those “powers”, then we’d be more intimidating? Yes. Did your uncle give you any advice on how you should discuss your relationship with Ms. Roth with me? No. Did you and your uncle discuss Ms. Roth? No. Does your family know about your relationship with Ms. Roth? My parents have met her. Do they approve of this relationship? In their culture, unmarried men and women do not share apartments. So they disapprove? Why do they disapprove?
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This is not clear? They disapprove of my sharing an apartment with a woman. Do they disapprove because she is Jewish? They disapprove because she is a woman to whom I am not married. Would they disapprove of your marrying Ms. Roth? The issue has not come up. Would they disapprove, in your opinion? They would disapprove because she has shared an apartment with a man. But not because she’s Jewish? They would prefer that I marry in our faith. They would prefer that I marry a Palestinian. They are not anti-Semitic, if that is what you mean to imply. What other advice did your uncle give you? He did not give me any other advice. Are you sure? Yes. You can, if you wish, follow your uncle’s advice and give the shortest possible answer to every question. You don’t even have to answer questions you don’t want to answer. But if you continue to follow that advice, this will be a very long interview. I have an appointment I must leave for in ninety minutes. You have the right to leave at any time. This interview can be resumed, under subpoena if necessary. Let’s go on. What countries did you travel to the most during your employment by your father, your uncle and Mr. Qalid? My most frequent trips were to the occupied territories. Of course, that meant that I had to transit Israel as well. I also visited Russia, Iraq, Saudi Arabia, Kuwait, and Qatar frequently. What were your duties at the firm? I bought and sold objects of art. Were these countries you visited places where you bought art or sold art? Which are which? In Iraq I bought art. Sometimes I bought art in Russia as well. In Saudi Arabia, Kuwait, and Qatar I usually sold art but sometimes bought some. When you bought art in Iraq, was this a violation of the UN embargo or the United States Trading with the Enemy Act? We were advised that it was not.
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By whom? By our attorneys. Okay. We won’t go into your attorneys’ advice. But we may come back to this whole subject later. You didn’t mention the “occupied territories”. I did. I said this was the place I went most frequently. Except for Israel, of course. You didn’t say anything about buying or selling there. I did not buy or sell there. Then why did you go there? I thought that’s what you did for the firm, buy and sell. I met with people in the occupied territories who had connections that enabled us to buy and sell in other places. Did you visit Mr. Qalid there? If so, was this before or after he became a partner in the firm? I did meet with Mr. Qalid in the occupied territories. I did meet with him there both before and after he became a member of the firm. Is Mr. Qalid a person with connections? He is. Why did you leave the family firm in 1999? I had an opportunity to enter another business which uses my knowledge of computer science. You didn’t use your computer science knowledge at Qali, Qali, and Qalid? I designed the company website. I was the contact when the firm needed to have computer work done. I ordered the personal computers and arranged for Internet access. These tasks, however, were incidental to my main responsibilities and did not require much knowledge of computer science. Did you join a dotcom in 1999? I did not. What company did you join? I became the United States representative for a group of programmers located in Jenin. They are known as the Jenin Cooperative Development Institute. How did you become acquainted with this group? I was introduced to them by Muhammad Qalid. Was that before or after he joined the firm? It was after. Was he trying to get you out of the firm? Were you rivals for succession in the firm?
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Mr. Qalid and I are not rivals; he is my benefactor. Why did he want you out of the firm? In what sense is he your benefactor? I do not believe he wanted me out of the firm. He is my benefactor because he introduced me to this position which uses my skills in computer sciences and enables me to help the Palestinian people. Were your father and uncle okay with your leaving the firm? They agreed with what I was planning to do. My father, like many fathers, would like to have a son in the business; but he also believes in what I am doing now. Is your brother in the business? He is not. Why not? He lives in the occupied territories. So does Mr. Qalid. Yes. So why can Mr. Qalid live in the occupied territories and work for the firm and not your brother? Especially if your father wants a son in the business? My brother has other interests. What are your brother’s other interests? They are not relevant to our discussion. Why don’t you tell me what they are and I will decide whether or not they are relevant? I know they are not relevant. I do not wish to discuss them. Why not? I do not wish to discuss that, either. Okay. I’ll assume your brother is into something that you don’t want me to know about, possibly some violation of US law. We’ll come back to that later. What are your duties as representative of this cooperative? I sell the services of the cooperative in the United States and I coordinate the work that the cooperative does for firms in the United States. I also assure that the cooperative is properly paid and that remittances are properly forwarded to them in Jenin. What are these services? Software and website development. Who are the customers? Firms that need software or websites developed.
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I could have guessed that. Then why did you ask me? I would like to know ... forget that. How did you find customers? This is very different from the business that you were in before. I don’t imagine that the same people buy software development who buy art. You are incorrect. Enlighten me. I just did. Right. I mean, please explain to me how you turned customers for Islamic art into customers for software development. Our customers in the United States are Palestinians and, to a lesser extent, other Arabic people. These people who buy art are wealthy; they are usually business people. Business people need software developed for their companies; they need websites. In 1999 companies without websites were suddenly at a disadvantage. Why didn’t they just outsource to India like everybody else? It is difficult to outsource, particularly for a small company that does not have its own technical staff. Moreover, these people would naturally prefer to have their work done by Palestinians rather than by Indians. Why would they “naturally” prefer that? They know how difficult things are for the Palestinian people in the occupied territories. They know that people can no longer travel freely or go to jobs in Israel. They know that there is little hope and much despair. And they want to help. So you went to your old customers and said: “Guess what, instead of selling you art today, I’m here selling software development and website design. If you buy from me, you will also be helping the Palestinian people.” Is that what you did? That is very close to what I did. Not in those words, of course. And why did they trust you to know what you were doing? Why did they trust these Palestinian programmers? They trust me because they know me. They trust me for the same reason they trusted me when I was selling art to them. In many cases our families know each other from Beirut or from Palestine. And why shouldn’t they trust Palestinian programmers? Why should they trust Indian programmers? Has this business been a success? It has provided employment for the programmers in Jenin.
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Is it a success for you? Are you making more money than you made at your family firm? Do you want to be an agent for the cooperative for the rest of your life? I obtain satisfaction from this work. I am able to support myself by it. I am hoping that the cooperative will grow. I am hoping that peace, if it should ever come, will allow the cooperative to grow and allow my role with it to grow as well. You didn’t answer whether you are making more money than you did with the family business. I am not. Are you making less? Yes. Is that why you need a roommate? To help with the rent? I had a roommate when I worked at the family firm. That’s right; you did. Do you have any financial troubles as a consequence of making less money? I do not. Has you making less money been a source of friction between you and Ms. Roth? It has not. Have you ever been unable to pay your share of the rent? No. You do understand that I will have an interview with Ms. Roth as well? I do. Okay. It’ll be interesting to know if she sees things the same way. Did you have any customers for the cooperative’s services who were not part of the Arabic community in the United States? Yes. Who are some of these non-Arabic customers? How did you meet them? Why did they buy from you? There is only one non-Arabic customer at this time. That customer is hackoff.com. Okay. Who at hackoff made the decision to buy from you? How did you meet them? Why did they decide to buy from you? Mr. Larry Lazard was the person at hackoff.com who decided that they would outsource to the cooperative. I met him through my ... through Miss Roth. I believe he bought from us because we represented a good value to his company. He also was concerned about helping the Palestinian people.
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Well, that saves some time. I was about to ask when you first met the deceased. When was that? I first met Mr. Lazard in the Spring of the year 2000. Where did you meet him? At an airport. He and Miss Roth flew back from the roadshow for the secondary offering together on a private plane. I picked her up at an airport in New Jersey and it is there that I met Mr. Larry Lazard. Were they having an affair then? I have no way to know that. Would you have cared if they were? Mr. Lazard’s wife, Louise Lazard, was also at the airport. I didn’t ask you that. Up until now you have been following your uncle’s advice and only answering the questions I ask. Why did you suddenly volunteer that information? I thought you were about to ask me that. I think you didn’t want to answer my question about how you would have felt if you knew then that the deceased and Ms. Roth were having an affair. It is a very hypothetical question. I cannot answer it. Were you and Ms. Roth having sexual relations then? At the airport? Certainly not. Sometimes you seem to understand what a sexual relationship is and sometimes you don’t. Did you and Ms. Roth still have a sexual relationship at the time you picked her up at the airport? I have not said that she and I ever had a sexual relationship. Why did you pick Ms. Roth up at the airport? Surely she could have arranged for a car service. I wanted to meet Mr. Larry Lazard. To see if he had a sexual relationship with Ms. Roth? No. I wanted to talk to him about using the services of the cooperative. Why did you think he would be interested in those services? Why were you selling to him at all since you seem to have concentrated on Arabic customers? He had made inquiries. Inquiries of whom? When? Of Ms. Roth? As I understand, he made inquiries when he was in Switzerland at some sort of conference. Who told you that?
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Muhammad Qalid. How would he know? Mohammed Qalid has many connections. Often he has given me before what you would call a “lead”. What I call a “lead” is something that helps me solve a murder. Is that what you are giving me? I was told that Mr. Larry Lazard has committed suicide. It is my job to determine who killed him. Do you have any idea who may have wanted to do that? I do not. Would you have had any reason to kill the deceased? I would not. What about the fact that he was screwing your girl friend? I had no reason to kill Mr. Larry Lazard. I did not kill him. What kind of business relationship did you have with the deceased? He was our customer. Was he a good customer? Did he buy a lot? Did he pay for what he bought? hackoff was buying more and more from us. Sometimes, as with many customers, there were disputes over payments. You mean the deceased didn’t want to pay your bill? There were sometimes disagreements over how much was owed. Why would that be in dispute? Our arrangement with hackoff requires them to pay us only on the completion of certain items. Sometimes Mr. Dom Montain would not agree that certain items were complete even though they were. Then what would you do? I would discuss these items with Mr. Larry Lazard. Then what happened? Usually Mr. Lazard would decide that the items were indeed complete and would authorize Mrs. Donna Langhorne to pay us. And if he didn’t think they were complete? Sometimes there would be minor things we would do as a courtesy so that Mr. Lazard would agree that we had finished. Why would Mr. Montain say that your work was not complete if it was?
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I do not believe that Mr. Montain wanted work to be given to us. It is common for the manager responsible for software development to want to keep it in-house even when it makes clear economic sense to outsource. And the deceased did understand that “it makes clear economic sense” to outsource? Yes. Do you think that Dom Montain might have killed the deceased in a dispute over outsourcing? I don’t know. A few minutes go I asked you if you knew anyone who might have killed the deceased and you said “no”. Now you’re implying that Mr. Montain might have killed him. Why did you change your mind? Why do you say that? I have not changed my mind. I don’t know who might have had a reason to kill Larry Lazard. I simply did not think about it. It said in the New York Times that he committed suicide. Now that you ARE thinking about it, can you think of anyone who might have wanted to kill the deceased? I cannot. Mr. Montain? I don’t know. Ms. Roth? Did she feel that the deceased had misused her in any way? I don’t know. Ms. Langhorne? I don’t know. The deceased’s wife, Mrs. Lazard — you’ve met her. Could she have killed him? I don’t know. Did you have reason to kill him? I did not kill him. That’s not what I asked you. I asked if you had reason to kill him. He was sleeping with your girl friend. I did not kill him. I am noting that you did not answer my question. At the time of the deceased’s death, did hackoff owe you money? hackoff.com owes money to the cooperative. It is normal for there to be bills outstanding. Is there currently a dispute with hackoff over whether work has been completed?
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Yes. A minor dispute. How much money is involved in this dispute? One-hundred and fifty thousand dollars. Had you discussed this dispute with the deceased? Yes. When? On the night of March 31. Where did you see him on the night of March 31? In his office. At what time? Approximately 11:00 PM — the time of our appointment. You are sure about this time? Yes. When did you last see him alive? When I left his office. When was that? Approximately 11:30 PM. Did you see him dead? No. I last saw him alive when I left his office at 11:30 PM. Mr. Qali, I have a very serious problem with what you’re telling me. I don’t think you’re telling me the truth. I am telling you the truth. Mr. Qali, there is very sophisticated alarm and detection system in the offices of hackoff.com. It would have showed if anyone entered the deceased’s office during the time you claim to have been there. I’m giving you this information so you will have a chance to tell me the true story of when you last saw the deceased and where you were on the night he died. I have told you the true story. Surveillance shows that you did not enter the deceased’s office when you said you did. Do you still insist that you did? I did. Surveillance simply does not show it. What do you mean? Surveillance does not show me entering Mr. Larry Lazard’s office... That’s what I just said. It is not.
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We can play the tape back if you would like. It is not necessary. You said that surveillance SHOWS that I did not enter Mr. Larry Lazard’s office. That is incorrect. It is true that it does NOT show me entering the office, but that is not the same as showing that I did not enter. Come again? The alarm system was programmed to ignore me when I came into his office just as it was programmed to ignore my entry into the building, my use of the elevator, and my entry into the hackoff.com offices. How do you know that? I programmed it to do that. Go on. That is why it did not show me entering the office; it was programmed to ignore me. Why did you do that? Because Mr. Lazard instructed me to do it. Why would the deceased tell you how to turn off his alarm system? When did he do that? Mr. Lazard gave me the access codes to make the alarm system insensitive to me — it wasn’t turned off,just insensitive to me — so that we could have private visits. He gave me the codes last year. How does the system recognize you? By my RFID. I understand that hackoff employees have RFIDs in their badges. Why do you have one? Does it belong to a hackoff employee? No. I am a hackoff contractor. I have a contractor badge. It has an RFID. This also gives me access to the building and the offices and activates the elevator to take me to their floor. You’re not on the elevator surveillance tapes. I am told surveillance is deactivated by the code I was given. The deceased gave you a code so that you could enter his office without being detected. Why was he trying to keep your visits secret? He told me that there was resentment over the outsourcing to the cooperative so that the less people who knew we were meeting, the better. Was there any particular person he wanted to keep your visits secret from?
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He didn’t say. What do you think? I don’t know. Could he have wanted to keep Mr. Montain from knowing about your visits? You have already identified Mr. Montain as someone who resented the outsourcing. I don’t know. What do you think? It is possible. I don’t know. Did anyone see you enter or leave the deceased’s office? Mr. Larry Lazard saw me. He’s unlikely to corroborate your story. Did anyone besides the deceased see you enter or leave the office? Not that I am aware of. Did anyone who is still living see you enter or leave the hackoff premises? The building itself? Not that I am aware of. Sometimes there are homeless people near the entrance but I do not remember them being there. How did you get to and from hackoff? Where were you immediately before and where did you go immediately after? I went to hackoff.com from my apartment and returned there. I took a taxi in each case. Did you keep the taxi receipts? I believe I did. Do you have them with you, by any chance? I do not. Are you willing to fax them to me today? I will not be able to do that until later tonight. That’s okay. Did anyone see you leave your apartment and return? Miss Roth saw me leave. Did she see you return? No. Why not? I did not see her. I believe she was asleep. You don’t sleep in the same room? No. Do you know she was there when you returned? I am not certain.
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A moment ago you said you believed she was asleep. Now you are saying that you don’t even know if she was there. That is correct. What made you think she might be there asleep? Her door was closed. Couldn’t she have closed her door and gone out? Yes. What made you think she was there behind the closed door? Did you hear her snoring? If I had heard her snoring, I would have known she was there. I do not know if she was there. But you believed she was there? Yes. Why? Her coat was in the closet. She was there at 7:00 AM when I came into the kitchen. What was she wearing when you came into the kitchen? A bathrobe. Had she put makeup on? Did she look like she had just gotten up or just come in? I don’t know. Did anyone else see you leave or return? Not that I know of. Except the taxi drivers. You didn’t see anyone at hackoff besides the deceased? I saw Mrs. Langhorne. You just told me no one saw you enter or leave hackoff. I don’t believe she saw me enter or leave. But you saw her? That is correct. Where did you see her? I saw her in the corridor that goes to Mr. Larry Lazard’s office. But she didn’t see you? I don’t believe so. She had her back to me and was walking in the same direction I was. You know her? I do. But you didn’t say hello?
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I did not. Why not? Mr. Lazard wished to keep our visits private. What if she had seen you? Certainly she might have turned around or been walking the other way. Then she would have seen me. What about keeping visits private? Then this visit would not have been private. It was not a secret that the cooperative did work for hackoff. Mrs. Langhorne herself was involved ... is involved in paying the bills. What was Ms. Langhorne wearing? I don’t remember. Was she wearing slacks or a skirt or a dress? I believe she was wearing slacks. What kind of shoes was she wearing? I don’t remember. How was her hair arranged? I don’t remember. Was it down and around her shoulders? I don’t think so. Was it braided? I don’t think so. Perhaps it was fastened in back. How could you be sure it was Ms. Langhorne? You only saw her from the back. I am sure. Do you expect the work for hackoff to continue following the death of the deceased? I do not know. I hope so. Why would it not continue? Mr. Montain does not wish to work with the cooperative. I do not know how much influence he will have on Mrs. Langhorne. How does Ms. Langhorne feel about outsourcing to the cooperative? I don’t know. She pays your bills, though? She pays bills that Mr. Larry Lazard tells her to pay. Tell me about your discussion with the deceased.
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What discussion? The discussion you had on the night of March 31 in his office between 11:00 PM and 11:30 PM. I discussed with him the matter of the work we have completed and not been paid for. Did he agree that you had completed the work and should be paid for it? He did agree. Had he been aware of the dispute prior to your visit? He had. Was it the only subject of your meeting? It was. Did he know it would be the subject of your meeting? He did. How was the meeting set up? I called Mr. Larry Lazard. When did you do that? Earlier that day. At what time did you call him? At approximately 11:00 AM. And what did you tell him on this phone call? I told him that there was a dispute. Was he surprised? He was not. He already knew about the dispute? Apparently. How did he know about the dispute? I do not know. Perhaps Mr. Montain told him. Could Ms. Langhorne have told him? She could have. Did you later learn who told him about the dispute? I did not. Did you discuss the dispute on the phone call setting up the meeting? I already told you that. You told me that you set up a meeting to discuss the dispute. You did not tell me whether you discussed the substance of the dispute on the call. Did you?
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We discussed the dispute briefly. Did you attempt to settle the dispute on the telephone? We did not. Why not? Mr. Lazard said that he had to get more information. Did he say who he would get this information from? He did not. Would that have been Ms. Langhorne or Mr. Montain? I don’t know. What do you think? I don’t know. But it is possible he talked to one or both of them about the dispute after your phone call and before your meeting in his office? It is possible. Why was a meeting set up? Why not another phone call or an email after the deceased got the information he wanted? We felt it would be better to meet. Whose idea was it to meet in person? I don’t remember. Did you think it was a good idea to meet in person? It was what we agreed to do. Was it your idea to meet in person? I have already told you that I don’t remember. You said there had been such disputes in the past? That’s correct. Did you meet in person to resolve those disputes? Sometimes we did and sometimes we did not. Was this dispute different than the other disputes? The amount of money was larger. So that made you want to meet in person? I have already told you that I do not remember whose idea it was to meet in person. Did you have any communication with the deceased between the time that you made the appointment and when you saw him in his office? I did not.
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Did you tell anyone else about the meeting you planned to have with the deceased? I did not. You didn’t tell Ms. Roth? No. Did you resolve your dispute with the deceased? My dispute was not with the deceased... Oh, sorry, I misunderstood your question. The dispute concerning our work was ... resolved, yes. You don’t sound certain. Was it completely resolved? It was. What was the resolution? We did the work. We would be paid. In full? In full. Immediately? We did not discuss timing. Why not? Doesn’t it matter when you get paid? It was not a matter of concern. Our experience has been that hackoff pays its bills promptly once they are approved by Mr. Lazard. How did you convince the deceased that the work had been done and that the payment should be made? Surely he would have had questions. Mr. Lazard had already determined what work had been done. He had looked into it before I got there. He was satisfied. Then why was it necessary for you to meet? I ... I don’t understand the question. The meeting had been scheduled. You scheduled a meeting in order to resolve a disagreement. I understand that. However, you told me that the disagreement was resolved between the time the meeting was scheduled and the time the meeting actually took place. If that’s the case, what need was there for you to go all the way downtown to meet with the deceased in the middle of the night? I did not know that Mr. Lazard had resolved the matter to his satisfaction until we met. But the deceased knew. Why didn’t he call you or email and tell you that he agreed that you should be paid, so there was no need to meet? I have no way of knowing that.
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Were you and the deceased friends? Would he have left the meeting on his schedule just to have the pleasure of talking with you? We were business acquaintances. Did you stop being friends when you found out about his affair with Ms. Roth? Our relationship has always been that of business acquaintances. Did your relationship change in any way when you found about his affair with Ms. Roth? Did that make it awkward to do business? I have not said that I knew that he had an affair with Ms. Roth. But you did, didn’t you? You have told me of it. Has anyone else told you of it? Is this a surprise to you? I have not said that. You have not said what — that this is a surprise? Who, besides me, told you that they were having an affair? Dom Montain told me that. Why didn’t you tell me that before? When did he tell you that? You didn’t ask me. When did he tell you? I don’t remember exactly. It was several months ago. How did he tell you? I do not remember his exact words. Did he email you? Phone you? Tell you in person? He told me in person. What was the occasion? Where were you? What was your reaction? I was here for a meeting with Mr. Montain. What was the meeting about? The meeting was about the schedule for the work that we are doing for hackoff. Was the meeting friendly? It was a business meeting. I mean, was the tone friendly? It was not. Why? In what way was it unfriendly?
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I have already told you that Mr. Montain did not like hackoff to outsource work. He said we were not done when we were. He delayed our payments. His tone was not friendly. Were you unfriendly? I was businesslike. It is not dignified to be unfriendly. Was Mr. Montain businesslike? He was not. You were discussing a schedule. How did the subject of the deceased and Ms. Roth come up? He brought it up. He said that they were ... sleeping together. Why would he bring that up? Perhaps because he was angry. I do not know. Perhaps he wished to make it difficult for hackoff and the cooperative to work together. How did you react when he told you they were sleeping together? I did not react. Meaning you did not react in a way Mr. Montain could see? Or had no reaction whatsoever? I did not react. Emotionally, how did you feel? This was not a place for emotions, this was a business meeting. How did you react when you got home? Did you accuse Ms. Roth of sleeping with Lazard? I did not accuse her. Did you discuss it with her? I simply told her what Dom Montain had said. What did she say? She did not say anything. She just sat there and listened? She went out. Was she angry? Afraid? Why did she go out? I don’t know. What do you think? Possibly she had an appointment. Did you discuss this with her at any later time? No.
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Did she say anything about sleeping with Larry at any later time? No. So you just dropped the subject. Never said anything again about the fact that your lover of several years was screwing another man. Is that correct? I did not say that she was my lover. Is it correct that you never discussed it again? I don’t remember. A minute ago you said definitely “no”, you didn’t discuss it. Now you say you don’t remember. If you think harder, will you remember more? I don’t remember whether we discussed it. Do you think Ms. Roth will remember? She may. I don’t remember a discussion. If there was no discussion, she will not remember it, either. If there was a discussion which I have forgotten, then she may remember it although I do not. Is she more likely to remember such a discussion than you are? Yes. Why? Because she is a woman. You have said that I would be able to leave this interview in time for my appointment. The time has come and I must leave. I only have a few other questions at this time. I will ask them quickly. If you answer quickly and completely, we can save a lot of time. If I have to ask you six questions to get each answer, then it will take longer. Back to your meeting with the deceased: When did he tell you he had decided that your work was complete? I told you that. During our meeting. You’re wasting time. You’re right — I did ask you that and I believe you know what I’m asking. Detective Cohen, you have many times repeated questions to me that you had already asked in an effort to obtain a different answer. I... Fine. Did he tell you just as you walked in the door? Did he make you beg? Did you discuss something else — golf, the weather, Middle Eastern politics — before he got around to telling you? He told me almost as soon as I arrived. What did he say?
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I do not remember exact words, but I think he said: “You are right. The work is complete.” Something like that. Did he apologize for the dispute? He did not. Why did the meeting last longer than five minutes then? Why were you there for approximately half an hour? What did you discuss next? I was interested in more work for the cooperative. I made some suggestions. How did the deceased respond? He said there would probably be more work. He said that he would think about it and that he would get back to me. Did you discuss anything else? We did not. Did you see a gun in the deceased’s office? I did. Had you seen the gun before? Yes. Where? In his office. Are you sure it was the same gun? Are you an expert in guns? No, I am no expert. But I believe it was the same gun. It was a revolver, an antique. Is there any reason why your fingerprints would be on the gun? It is possible. Did you shoot Larry Lazard with that gun? I did not. Did you shoot Larry Lazard with any gun? I did not. Why would your fingerprints be on the gun? I picked it up. What did the deceased say when you picked up his gun? He did not say anything. He was not there. Where was he? He said he felt ill. He left the office and I believe went to the men’s room. How long was he gone? Approximately five minutes.
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What did you do while he was gone? I picked up the gun and I looked at it. Why did you do that? It was not in its usual place. It was on his desk. Usually it was on his table. That made me curious. I wanted to see if it was loaded. Did you think he was threatening you with the gun? Perhaps. When I first came in. I was surprised to see it on his desk. But our meeting was not adversarial so I did not think that later. Was it loaded? I saw no bullets in the cylinders. There may have been a bullet in the chamber. Why didn’t you look in the chamber? I was not sure how to do so. I did not wish to fire the gun if it were loaded. And Mr. Lazard was returning. So you put the gun down. A gun that might have been loaded and that you were afraid the deceased might use to shoot you. Is that really what you did? I did. I did not believe Mr. Lazard would shoot me. I think if a man intends to kill someone he does not do so in his office. And he would have more than one bullet in his gun. How did you know there was one bullet in the gun? I didn’t know that. I only knew there was no more than one bullet in the gun. Did you think there was one bullet in the gun? I had no reason to think that. Can you think of any reason why the deceased would want to kill himself? I did not know him well enough to say. Did he seem despondent to you? No. How did he seem? He was businesslike. Did he tell you of any particular problem? He did not. Can you think of anyone who would want to kill the deceased? Again, I did not know him well enough to say. Would Mr. Montain have been pleased to learn that the deceased agreed to pay you for your work? That he was considering outsourcing more work to the cooperative?
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I doubt he would. Could he have killed the deceased? I suppose he could have, but I have no way to know this. Is Ms. Roth angry with the deceased? I don’t know. Could she have killed him? Again, I don’t know. You said she was in the apartment when you came home. How could she have killed him if she was in the apartment? I did not say she was in the apartment; I said I BELIEVED she was in the apartment, but that I didn’t see her. I must go to my appointment. Did you tell your uncle that your fingerprints are on the murder weapon? I don’t know that there is a murder weapon. I believe Mr. Larry Lazard killed himself. Did you tell your uncle that your fingerprints are on a gun in the deceased’s office? I told him that was a possibility. What did he say? I already told you what he said. He advised me to cooperate with your investigation. Are you? I don’t understand. Are you cooperating with my investigation? Yes. Yes, I am. I have answered your questions. But I must go now. Does anyone know that the deceased agreed to pay your bill? I don’t know. Did he send any sort of email or leave a message for anyone saying to pay the bill? I don’t know. Has the bill been paid? I don’t believe so. Have you checked with Ms. Langhorne to see if it will be paid? To see if she knows that Larry okayed it? I have heard from Ms. Langhorne that our relationship will continue and that invoices will be paid on a timely basis. She sent an email to that effect. Why did she send you that email?
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I would assume that she sent similar emails to other vendors and to customers. But I do not know. Two things: Don’t forget the cab receipts and don’t try to leave the country. Am I under arrest? Not at the present. You will be if you attempt to leave. #
Mark goes immediately back to his cubicle from the interview room to check his email. One message contains the results of a trace he ordered run on Donna Langhorne’s cell phone calls the night of March 31. The trace shows that her phone was connecting via towers in lower Manhattan from 9:30 PM on. At one point, her phone connected to a tower in Brooklyn. “So we know she was lying,” Mark explains to his boss, Captain Joseph DeNapoli. “She wasn’t in her apartment. She was at least near the scene.” “Do you want to get a warrant?” DeNapoli asks. “Arrest her? Search her place? Her office? You said her husband’s a lawyer. Anyone we know?” “No,” says Mark. “I don’t want to arrest her yet. I can’t pin her to the building yet, just the neighborhood. She lied and that hurts, but we don’t have her in the building.” “Where the fuck else’d she’ve been?” asks DeNapoli. “That’s where she was,” says Mark. “I know; you know. Can’t prove it yet. Can’t prove murder yet. Her husband’s a lawyer, like I said. We don’t know him. At least I don’t know him; he does securities class action bullshit. Probably never seen the inside of criminal court. But he works for Grant & Gilding and they’re well-connected and they’ve actually got a good litigator now that all their white collar clients are getting charged. Really want to pin her down and see if we can crack her all at once.” “You’ve got a witness, this Ahmed guy…” “Ahmed, yeah. He saw her from the back; never saw her face. Would be terrible as a prosecution witness. He’s like an Arab Mr. Spock. And he could be the killer. Only reason to think it’s her, not him, is she lied. And he’s lying, too. About something.” “How d’you know he’s lying? I mean there’s all that bullshit you told me about whether he’s fucking the broad or not and whether he knows the deceased was boffing her too. But he sounds like he didn’t want to lie.” “Sure as hell didn’t want to tell the truth,” says Mark. “His uncle should’ve been a fucking lawyer.” “Why did he fight you to prove he had access to the deceased? You told him he was lying and he told you about turning off the security. He’s gotta know that you know he has motive. And now he goes out of his way to prove he had opportunity. Why’d he do that?” “That surprised me. But it makes sense if he thought I was gonna find out anyway. I think he just had good advice. Look, the only reason we think
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Donna’s a more likely suspect is that she lied to me about being there. Ahmed could’ve been the killer too. We’ll see if he comes up with the cab receipts, but there’re plenty of Arab cabbies who could’ve done him the favor. Even if the receipts are real, he could’ve come back down again to kill the deceased. Got back into the office the same way. Turned off the alarm the same way.” “You sure you just don’t like him? Because he’s an Arab and all?” “I don’t like him. But I don’t think that’s why. He wanted to set up this Jew-Arab thing. Kept asking me if I’m Jewish. Shit, my name isn’t Smith or O’Hara, it’s Cohen.” “So he knows your father is Jewish but that doesn’t make you Jewish. You told me that stuff. Your mother’s not Jewish so you’re not Jewish. Maybe that’s what he was asking. I mean his girlfriend’s Jewish. Maybe he knows all that shit. Maybe he’s just trying to bond with you.” “You think? Well, whatever. We still don’t have Ms. SI Swimsuit pinned down in the building. When we do, that’s when I think we bring her in again. Maybe arrest her; maybe not. But we bring her in when we can put her at the scene. Maybe after we eliminate some other suspects, too. We got a lot a people without alibis. Ahmed doesn’t really have one; Donna doesn’t; Louise, the deceased’s wife, she’s got no alibi. We’ll find out more from Rachel Roth tomorrow, but Ahmed sure wasn’t going out of his way to give her an alibi. “Didn’t matter so much when this looked like suicide, because the deceased’s all alone in his office and the security system says no one else has been through the door. But now, if we believe Ahmed, you can turn the thing off. Larry knew how to do it. Ahmed knew how to it. Maybe everybody in the company did. So we don’t know who else went through that door. We don’t even know who else was in the building. We can’t believe the elevator surveillance camera. Defense attorney would have a lot of fun with that. There’s a whole shitload of people with motives and no alibis. A couple, at least, with their fingerprints on the gun. Only one even close to having an alibi is Dom Montain. And I gotta talk to him.” “What about the mushrooms?” asks DeNapoli. “Shit, I don’t know,” says Mark. “That complicates the whole fucking thing even more. Defense attorney’s gonna say he ate the mushrooms, made him crazy so he shot himself. And it looks like someone put bad mushrooms in with the good mushrooms ‘cause there’s no bad mushrooms in the batch we got from the deceased’s wife. But there’s no good chain of custody of that batch. Maybe it didn’t come from the same mushroom hunt. Maybe, some reason all the bad mushrooms got into the half the deceased brought to work. That’s not solid either.” “What do YOU think?” “Don’t know. Want to keep my mind open. But too much coincidence. Usually a guy only gets one way to die at a time. But maybe not.” “Okay, Hamlet,” says DeNapoli. “You keep your mind open. Let me know when it’s closed on a suspect.”
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HOFC Daily Trading 4/4/03 (at close)
$1.80
$1.60
$1.40
$1.20
$1.00
$0.80
$0.60
$0.40
$0.20
$4/4/2003
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Chapter 14 - April 4, 2003 PM
“So how’d you get into the building security system?” Mark Cohen asks Dom Montain. They’re sitting in chairs across from each other at a small round table in Dom’s office at hackoff.com. “What’re you talking about?” asks Dom. “Look, I know there is a backdoor into the security system. Someone told me about it, okay? I understand—” “Who told you?” asks Dom. “I get to ask the questions,” says Mark. “I’m the detective. So I know there’s a backdoor. Alright?” “I don’t know that anyone told you anything,” says Dom. “You call a phone number. You enter a code. The surveillance doesn’t see you when you go through a door. Like the door to Larry’s office. The system doesn’t remember when you use your RFID card to get into the office or even the building. The surveillance camera in the elevator doesn’t even see you.” “Okay, so you know about the system.” “Look, you’ve got an alibi. Why aren’t you telling me the truth?” “When did I lie to you?” asks Dom. “You didn’t tell me about the backdoor. You weren’t going to tell me anything until I proved to you what I knew. That’s what guilty people do. You did have motive to kill the deceased.” “I didn’t lie. The backdoor is a secret. You discovered it; that’s fair. But I didn’t have to tell you.” “This isn’t a computer game,” says Mark. “It’s real. Look, Dom, you’re a smart guy. You know if surveillance is right and no one went into Larry’s office, then it has to be suicide. And you know, if there is a backdoor, then anything’s possible. Your failure to tell me about that could be construed as obstruction of justice.” Dom says nothing. Mark continues: “I also understand now why you were surprised when I asked you about being in the deceased’s office. You thought you had the backdoor activated. You didn’t think I’d see you. Why didn’t the backdoor work? Why were you recorded going in and out?” “The simplest explanation,” says Dom after a brief pause, “is that I never activated the backdoor and—” “Tilt,” says Mark. “If you didn’t activate the backdoor, you wouldn’t have been surprised that I knew you’d been in the office.” “I told you I was surprised because it took you so long to do everything else like check email that I didn’t think you’d have seen the log yet. That’s all.”
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“Are you going to answer my question?” “What question?” “Why didn’t the backdoor work?” “Why do you think I know how the backdoor works?” “Because,” says Mark leaning towards Dom, “it’s impossible that you don’t. You wrote it.” He leans back. “How do you know that?” asks Dom, leaning forward in turn, then straightening as Mark takes his time in answering. “There are actually two reasons,” the detective says at length. “They reinforce each other. For one thing, the hack is really good. It not only disables selective elements of hackoff’s security system — that would be fairly easy for an insider — but it also seems to disable parts of building security which I’m guessing are on a totally separate system.” “They are separate. What’s the second reason?” asks Dom leaning in again. Mark relaxes further back into his chair. “I can’t believe that anyone else would be able to hack into a system you were responsible for. Security is one of your systems. So my guess is that only you can get into it. That’s the stronger reason. Unless you’re telling me there’s a smarter hacker than you around here.” “Not likely,” says Dom. “That’s why I’m CTO.” “What about the deceased? He wrote ‘Gotcha’.” “That’s why I’m the CTO.” “Because the deceased wrote ‘Gotcha’?” “Because I’m the better hacker; better programmer, too. Look, nothing wrong with that; I’m not the CEO type and he was … once was, anyway.” “So, okay,” says Mark. “You’re the top hacker. You put the backdoor in the security system. How did you get into the building system, by the way?” “It has an interface that lets us update its list of eligible RFIDs and get reports. Piece of cake to get full administrative rights, add some code. Almost too easy.” “Did that worry you?” asks Mark. “If it’s hard to get in then fine, only you can get in. But if it’s easy, maybe anyone can and one line of your defense is down.” “Right,” says Dom, “exactly what I thought. Good deduction. Once I got in I hardened up their defenses a little, did everybody a favor. Also made sure I get a notification if anyone tries to break in like I did or some other way. You’re right; it is our outer perimeter.” “Anyone try to break in?” “Sure; all the time. But that’s no big deal. Except for one, they were all amateur attacks. Probably didn’t even know what they were attacking.” “And the one?” “Nothing … just not so amateur. That’s all. Nothing.” “When did this nothing happen?” “I don’t know. Six months ago, something like that.” “What did you do?”
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“Nothing. Didn’t have to. If I hadn’t hardened the system, maybe they would’ve got in but I did, so no problem.” “Why?” asks Mark. “Why what? Why wasn’t it a problem?” “Not what I’m asking,” Mark interrupts, pauses, resumes. “What I’m asking is. Why’d you put the backdoor in?” “Claustrophobia,” says Dom. “I don’t get it. Are you claustrophobic? Even if you are, why does that make you put a backdoor in a software system?” “Used to be,” says Dom. He pauses and resumes. “I used to be physically claustrophobic. I’m not any more. But I still don’t like to be trapped. Maybe just my gamer mentality. Look, just because you put up a fire escape doesn’t mean you know there’s gonna be a fire. But you can’t wait until there’s a fire, then put up the fire escape. Right? I mean, you gotta do it in advance. So I can’t wait to build a backdoor until I know I need it. Probably too late then. I build it right away. Like a fire escape.” “Ever have to use it?” asks Mark, holding eye contact after the question. “The backdoor?” “I’m not asking about the fire escape. Have you ever had to use the backdoor.” “I never had to use it.” “You’re playing games with me,” says Mark. “I thought we understood each other. I didn’t ask you if you HAD to use it; I’m asking if you DID use it. Did you?” “Well, you know, you build something, you have to test it. So, of course I did that. And if it’s built into something volatile, like someone else’s software, you gotta test it periodically — make sure it didn’t go away. So, yeah, I use it. But I never HAD to use it.” “Why did you use it when you went into the deceased’s office the day before he died?” “Didn’t say I did.” “Dom, no games. I know you used it then. You know you did. It didn’t work and you were surprised when I knew you’d been in his office. Why did you use it? Why didn’t it work?” “I don’t know.” “You don’t know what? Why it broke or why you used it?” ”I-don’t-know.” Dom’s voice is becoming mechanical, losing overtones and normal cadence. “Okay, look,” says Mark almost kindly, “clearly we have a problem here. It’s in your best interest to come clean about this. This is a murder investigation and you had motive and you could’ve gotten in around the time of death without leaving a trace…” “I didn’t do it,” says Dom. “You already checked my alibi; I know you did. I wasn’t there and I can prove it.” “A couple of bartenders with criminal records say they know where you were — that’s not very good proof. Or you could’ve hired someone; told him
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how to get in, or turned off security for him. I’m doing you a favor, telling you don’t think you’re in the clear; you’re not.” “You-think-I-killed-Larry?” asks Dom in an even flatter and more mechanical voice. “I didn’t say that,” says Mark firmly but quietly. “I said this is a bad time for you to start acting suspicious. I’m gonna do you more of a favor. I’m gonna ask you an easy question; let you relax; let you decide to answer my other question. Then I’m gonna ask the hard questions again.” “Okay.” “Don’t use your talent for multiprocessing to think up a good lie to answer my questions with. That isn’t gonna work. Yeah, I saw you start to do that. Use the time to relax so you can tell me the truth. Now I’m gonna ask the easy question. How do you turn off the building security camera in the elevator? There’s a guy supposed to be watching those things. Doesn’t mean he watches all the time, but he’s supposed to. He’s gonna notice if suddenly one of the cameras goes black. Then you draw attention just at the wrong time. How’d you do it?” “I gotta tell you all my secrets?” asks Dom, but he is smiling. “Tell.” Dom explains: “You’re right: the camera can’t go dark. Can’t just freeze on the current frame either, because the camera pans. If it stops, it doesn’t look right. What happens is that, when the code is active for entrance to the building, a certain elevator is dispatched to the ground floor the first time it’s idle. I’m assuming that when it’s idle and hasn’t been called to a floor, it’s empty. Anyway, that means some pictures are being generated of an empty elevator. Okay? Now we capture that sequence — exactly twenty-seven seconds for a complete sequence. Start inserting that as a loop instead of what the camera’s REALLY seeing. Still looks fine to the guy watching ... if he’s watching. Then I get in, says it’s me, testing, I get in and use my RFID to pick the floor. Now the software knows it’s me that got in and not someone else. So, once it lets me out at hackoff’s floor, it can let the real feed from the camera get through again.” “Pretty smart,” says the detective. “I like the part about recording the loop right before you use it instead of using a prestored loop. I’m guessing that’s in case there is something strange about the elevator that day. A light bulb burnt out. Graffiti. It’s just been cleaned. Something like that.” Dom is suddenly animated. “That’s right! That’s exactly right.” “Why did you activate the backdoor when you went into Larry’s office the day he died?” Mark asks gently. “I-didn’t-know what would happen,” says Dom very quietly and mechanically. “I-didn’t-know if he’d be there or not. I-told-you-that. If he wasn’t there, I didn’t want to leave him a message I’d been there.” “That’s petty thin, Dom. You told me you got mad and went in to tell him he was a scumbag. I can buy that. But it doesn’t sound right that when you’re
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mad you stop to think that — just in case he isn’t there — you want to keep your visit secret. Because if he’s there, he KNOWS you came in.” “I-am-a-game-player.” “Yeah, you are. And I think you’re playing games with me right now, Dom. I have something in my head that tells me when I’m being played with. And right now it’s giving me an alert. You sure you don’t want to tell me the truth now, make me less suspicious?” “I-am-telling-you-the-truth.” Dom gets up, walks to the window, looks out, turns around, comes back and stands behind his chair. Mark is silent but makes eye contact whenever Dom looks at him. Dom quickly breaks eye contact. “Give you another chance,” says Mark. “Why didn’t the backdoor work?” “I-don’t-know.” “I think you’re protecting someone. Why would you protect someone? You’re in danger. You’re hurting yourself. No one is looking out for you. Who are you looking out for?” Dom just shakes his head. He is still behind his chair, supporting himself on the back of it. “Who else knew about the backdoor?” asks Mark, gentle again. “Larry knew. He told Rachel Roth. He shouldn’t have. Did she tell you that? Did she tell you about the backdoor?” He is somewhat less mechanical now, almost eager, but not in control of his breathing. “I haven’t interviewed her yet,” says Mark. “Who else knew? Who are you protecting? And how do you know the deceased told Ms. Roth?” “I know because she tried to do the code and she did it wrong. I have the trace from her trying to do the code and getting it wrong and then she was on surveillance.” “You forgot my other questions,” says Mark. “He told her the code because he was screwing her,” says Dom with desperation. “He wanted her to be able to come to his office without anyone knowing.” “I didn’t ask you that. I asked you who else knew. And who you’re protecting.” Dom now looks stricken. His head is down. But he says nothing. Mark is still seated, looking up at Dom across the table. “Why did you tell the deceased about the backdoor?” “He-would-have-expected-it. He would have known I would build it. We were partners then,” says Dom recovering slightly towards the end. “When we built the company, Larry and I and Donna worked together. They knew what I could do.” “Did you tell Ms. Langhorne about the backdoor?” No answer from Dom. “Did the deceased tell Ms. Langhorne about the backdoor?” Dom’s head is down and rolling slightly from side to side. “Did DONNA tell YOU about the backdoor?” The explosion is accompanied by spittle, some of which remains on his lower lip.
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“Why have you been protecting Donna?” asks Mark intensely. “No one is protecting you.” “I’m … I ... She…” Dom can’t find a sentence to go follow any of these words. “Did she… I… When…” “Those are all good questions,” says Mark with a friendly smile. He gets up and walks around the table to Dom, pats him on the shoulder, then passes by him to lean on the window sill and look out across the sullen river running quickly uptown with the tide. “Looks like they’re really starting to gentrify in DUMBO,” Mark comments, casually. “Wish I’d bought some property there a few years ago.” Dom joins him at the window, looking out but unfocused. The men’s shoulders are about a foot apart but they are leaning slightly towards each other. “Was it you or Larry told Donna about the backdoor?” asks Mark very gently. “I-told-her.” “Why?” “We-were ... friends. We-work-together. Like I told you about Larry.” “What were you three friends working on that needed a backdoor to come into your own offices?” Mark turns towards Dom when he doesn’t answer. Dom keeps staring out the window which is slightly misted by the dirty rain which has begun to fall. “We-had-to-meet.” “Why? Why in secret?” No answer. “Who were you keeping secrets from? Who were you afraid of?” The questions are slow but persistent, like the rain, which is intensifying. Dom stubbornly looks out towards Brooklyn, his head bobbing as if he were trying to find a clear spot through the streaked glass and wet air. “Whatdid-Donna-tell-you?” he asks finally. “I can’t tell you that.” “I-know-this-game. It’s-very-old. It’s-the-prisoner’s-dilemma. It-isn’tfair.” “It is what it is,” says Mark. “I-think-I-know-your-character.” “Excuse me?” Dom takes a deep breath and his voice, when he speaks again, is regrouping. “I think I know your character. I’ve met you in games ... haven’t I?” “I ask the questions,” says Mark. “Why did you have to meet in secret?” “You told me you don’t play much. Is that true?” “The question, Dom...” “We were being threatened. antihack was attempting a hostile. For a while, it looked like they might win. Our own Board of Directors was turning against us. Our banker had betrayed us. Our people were getting frightened. Larry, and Donna and I believed in the company; we believed in hackoff; we knew it could be saved. And so we met.”
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“You’re not telling me why you had to meet in secret. You’re the management team; you’re supposed to meet. “We-did-not-want-people-to-be-nervous.” “When you lie to me or tell me a half-truth, your voice changes. I take it the games you play online don’t have audio.” “There can be audio but it’s the personae, the avatars, who speak, not the players.” “What is the whole truth about why you had to use the backdoor and meet in secret?” “We-didn’t-want-people-to-know-we-were-meeting.” “We’ll come back to that,” says Mark. “Now an easy question; it’s about Voice over IP; I mean talking on the Internet…” “I know what VoIP is,” says Dom. “Good, I need your help. Can VoIP calls be traced?” “In what way?” asks Dom. “Tracing in the traditional sense has more to do with POTS... “Pots?” “POTS: Plain Old Telephone Service. When you do a POTS trace, you’re asking what phone number the call was made from. Because, if it’s a landline phone, that tells you the location of the caller. But, with a VoIP call, a trace that gives you the calling number doesn’t tell you anything about the location the call was made from because the number goes with the IP phone or VoIP adapter — like a cell phone number goes with the phone no matter where you call from.” “Right,” says Mark. “Right. That’s my problem, see? I know what number a call was made from, but I don’t know WHERE it was made from. So, if it was a VoIP call, how would I know where the person was when the call was placed?” ”You need the IP address,” says Dom. “When the call is made, that IP phone is connected to the Internet somewhere so you need to know the IP address it was connected at. Then there’s lots of tools you can use to find out who the IP address belongs to — I mean what ISP. And the ISP probably can tell you where that IP address was assigned physically. Same way cops track down — try to track down — where a virus attack came from. You should know that stuff.” “Yeah, well,” says Mark. “I’m not that kind of cop. My cases start with dead people, not computers with a sniffle. So I appreciate your telling me. How do I find out the IP address a particular VoIP call was made from, assuming I know the phone number?” “Maybe you could ask the VoIP company,” says Dom helpfully. “I mean suppose the number belongs to Vonage — they’re the biggest — you can find out who the number belongs to. Then maybe you could get them to tell you what IP address the call you care about was made from. I’m not sure. Maybe they keep track of that; maybe they don’t.” “Suppose people are using these IP phones to make calls from here at hackoff, could they hook them up here?”
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“Yeah, sure. In fact, I fixed up the firewall so VoIP calls work fine here. A lot of our people have IP phones — they don’t like Verizon — and they want to get calls here when they’re here. Fine with us. They’re here long hours. So I fixed it up so they have no problem hooking up here and getting those calls through the firewall without endangering anything else.” “So, can you tell what numbers might be getting calls or making calls from here at a specific time? Would other companies be able to do that?” “We sort of could. Most other companies couldn’t. Either they don’t allow people to use their IP phones — firewall won’t let the call through — or they have no clue how to monitor. I can tell easily which IP phones or VoIP adapters are in use here, but it’s hard to know what the phone numbers are.” “I don’t get it.” “When it’s making a call, an IP phone doesn’t say to Vonage or whoever ‘Hey, I’m 212-555-6754.’ It says something like: ‘I’m MAC address 00-e0-f9-9996-00.’ Already the Vonage server knows what IP address that MAC address is at because of the packet headers, and they know what phone number goes with that MAC address so they can set up the call and…” “Whoa! This is good stuff, but I gotta understand. What’s this MAC address?” ”So,” says Dom, seeming very comfortable now, “since you can’t tell what device is gonna show up on what IP address, you’ve got to have some way to know which device is which on the network. So you make a network adapter for a computer or an IP phone, you build in a MAC address, you burn it into ROM — into memory.” “So that should make it easy to catch hackers?” suggests Mark. “It’s never easy to catch a good hacker. First of all, these MAC addresses usually stay in the local area network — VoIP is sort of an exception to that. And besides, who says you gotta tell the truth when someone asks what’s your MAC address?” “Okay, I get that. Good thing I don’t have to catch hackers — too hard. But, like suppose I had an IP phone, how would I figure out what its MAC address is?” “That one’s easy,” says Dom. “You turn it over. On the bottom, every one I’ve seen has a sticker with its MAC address.” “So, are you saying you know the MAC addresses of any IP phones that are being used to make or get calls at hackoff? But you don’t know their phone numbers, right?” “Right.” “That’s cool,” says Mark. “Like if I was going to ask some company what VoIP phones were being used at a certain time, they could give me all the MAC addresses?” “Like I said, most companies, no. But hackoff can, because we know what MAC addresses we have on our LAN and we know which are VoIP because only VoIP’s got a certain type of packet. I mean a computer might send some VoIP, too, if somebody’s using some kind of VoIP app like Skype but computers
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send all kinds of packets. We got some device that’s sending mainly VoIP, it’s got to be an IP phone.” “Cool. Can I see that? Can you show me what IP phones are being used right now at hackoff?” “Sure,” says Dom. He goes to his computer, clicks, types in a password, enters the last hour as the time he wants to search, clicks ‘Okay’, while Mark looks over his shoulder. Soon a list of four MAC addresses and associated IP addresses are on the screen. “Great,” says Mark. “Now enter 10:00 PM on March 31 through 3:00 AM on April 1.” “What?” “Do it!” Dom slumps, but does as he’s told. Two MAC addresses show up this time. “Who are they?” asks Mark. “You-tricked-me.” “Who are they?” “One-is-Larry.” “Who is the other?” “I don’t know every MAC address in the world.” Dom is clearly miserable. “You know that one. Who is it?” “Donna-Langhorne.” # A few minutes later Mark is at the door to Donna’s office. It’s open but she isn’t visible until Mark sticks his head in the door and looks to the right. Her desk is against the same wall that the door is on. Her computer is on the desk and she is seated at the computer in profile to the door. Her desk is actually an “L” with the short leg to her right between Mark and her. She is typing and appears not to notice him, although she straightens her back as his head comes in the door. “Knock, knock,” says Mark. “Come in,” says Donna. “Have a seat.” She points to the side chair in front of the short leg of her desk. As Mark sits down, she swivels around to face him. “What can I do for you, detective?” “You could start by telling me why you lied to me,” says Mark quietly. “Excuse me?” Donna’s voice is calm. “You were in the office before during, and after the time when the deceased was shot.” “I told you where I was.” “You lied to me about where you were,” says Mark. “It’s clear from the record of where your IP phone was used that you were right here in the office during the time in question.”
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“What are you talking about? I don’t understand.” She is still calm but her breathing gets shallow and there is a flush on the side of her neck. She touches the red spot as if it were warm. “You don’t understand the technology — that’s what you don’t understand. And maybe you don’t understand that lying to me in this case is called obstruction of justice and that is a crime. Maybe you also don’t understand that setting up false alibis is what guilty people do.” “What are you talking about? What technology?” asks Donna. She pats at her hair as if it’s become disarranged. There is now a flush on both sides of her neck. “Maybe you should ask Dom for a tutorial on VoIP,” says Mark. “You thought that the caller ID from your phone would make it look like you were home at the time in question. In fact, your phone’s MAC address puts you in the office.” “What’s a MAC address? Maybe I left the phone in the office and someone else used it? I don’t understand. I didn’t do anything.” Donna’s breath comes in shallow pants. Mark holds her eyes. “You can ask Dom about MAC addresses,” he says. “You can ask him how it’s so clear you were in the office. You can ask him how I know about the backdoor that made it possible for you to be in the deceased’s office without leaving a trace.” “Why is Dom doing this?” asks Donna. “He must be trying to cover something up. I can’t imagine why he’d want to implicate me. He must be covering something up; he is a hacker, you know. They can be very devious.” She seems calmer now. “Donna, I’m going to give you one chance to come clean with me. If you didn’t kill the deceased, it’s in your interest…” “I didn’t kill Larry. He killed himself.” She is agitated again. “How do you know that?” “Because … because I saw him do it.” “Okay. Now you’re telling me some of the truth. That’s better. Let’s start over. Why don’t you tell me where you were on the night of March 31 and the early morning of April 1?” “Are you arresting me? Should I get a lawyer?” “I’m not arresting you at the moment. I can’t give you legal advice other than that you have a right to be represented by an attorney at any time. My interest is in knowing the truth about that night and about how the deceased died.” “I feel flushed,” says Donna. The redness has spread. “I’m flushed everywhere.” She gestures vaguely over her body and watches Mark’s eyes. They don’t follow her hand down. “Do you want to tell me where you were and why?” asks Mark. “Please remember that I already know you were in the office and that I’ve had a long conversation with Dom.” “Okay. Okay. I was in the office. I had a lot of things to catch up on and I was also hoping I could talk some sense into Larry.”
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“Why did you bring your your IP phone from home into the office? Why were you trying to establish an alibi?” “I wasn’t ‘trying to establish an alibi’, at least not in the sense you think.” “Explain, please.” Mark is still careful to look only at Donna’s face. “My husband is very jealous,” Donna explains. “He is particularly jealous of Larry even though he doesn’t have any reason to be. So, if I’m going to be in the office late when he’s away…” “When who’s away?” “When my husband’s away. If I’m going to be in the office late, I bring my IP phone. That way if he calls me at home, I answer. If I call him, he gets the caller ID from home. He doesn’t know all this technical stuff. He’s a lawyer.” “Go on,” says Mark. “Go on what?” “When did you come into the office? What contact did you have with the deceased? Why did he shoot himself?” “I came back to the office around 10:00 PM. I stuck my head in and asked Larry if we could talk. But he said he had a visitor coming in and wouldn’t be able to talk until later — around midnight. Then, when I went to his office at midnight, he said he wasn’t feeling too well. Had to rush to the bathroom. Now I know that’s gotta be the mushrooms; read about that in the paper. It was probably close to one when we finally did manage to get together.” “Where?” “In his office.” “Did he say who his visitor was?” “Not then, but he told me later it was a contractor named Ahmed Qali.” “Did you see Mr. Qali in the office?” “No.” “Okay. Now think carefully before you answer this next question. I really want you to tell me the truth.” “I am telling you the truth,” says Donna. The flush has receded. “Why did you use the backdoor to go into the deceased’s office?” “There is no backdoor to his office. It only has one door.” “You know what I mean.” Mark is grim now. “Surveillance doesn’t show you going into the office. But you say you did. The only way that could be true is if you used the backdoor I talked to Dom about to turn off surveillance. Why did you do that?” “Dom told you? What else did he tell you?” Mark says only: “Why did you turn off the surveillance?” Donna hesitates, then says: “Habit.” Mark says nothing. “It started during the hostile takeover attempt,” she says breaking the silence. “Dom and Larry and I didn’t want people — the employees — to know how seriously we were taking it. They were scared enough as it was. So we started using the backdoor so that surveillance wouldn’t show a whole lot of meetings in the middle of the night.”
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“Okay,” he says. “But it doesn’t make much sense, I have to tell you, and it doesn’t look very good that you turn off surveillance go into a room; the person in the room is shot; your fingerprints are on the gun…” “I already told you,” she says, the pitch of her voice rising for the first time. “I already told you how my fingerprints got on the gun, if they’re on the gun. I told you.” “You also already told me that you weren’t here that night and you were. You pretended to have an alibi and you didn’t. You pretended not to understand my question about the backdoor. So it’s hard for me to believe you. It’ll be hard for a district attorney to believe you. It’ll be hard for a jury to believe you. It’s not good to start out telling lies.” “Are you ... am I under arrest?” “I told you: not at the moment. Now why don’t you tell me what happened in Larry’s office. It would be good if you told me the truth.” “We argued,” she says. “We argued about Dom. I said that Larry should apologize — that we need Dom. Larry was stubborn. He said Dom was a baby; that he’s all washed up as a programmer, that he never was a good manager, that it is time to let him go. I said: ‘We need Dom. He can be managed. He needs to be stroked sometimes, but he helped build the company and he can still help us.’” “How did the subject of Mr. Qali come up? You said Larry told you that his visitor was Qali. How did that come up? What did he tell you about his visit?” “Have you talked to Ahmed?” “Doesn’t matter. Not if you’re planning to tell me the truth. Doesn’t matter what I heard from Qali or Dom or anybody else. Just tell me the truth about what happened in the deceased’s office.” “Ahmed came up because Dom is always fighting with him. Dom doesn’t like him. He never approves the work that Ahmed’s Jenin group does, so Ahmed’s had to go to Larry repeatedly to get paid. Larry brought that up as one more example of Dom being immature. He — Larry, I mean — was right about that — right that Dom didn’t deal well with Ahmed. So we’re arguing about Dom and Larry tells me that Ahmed was in earlier because, again, Dom has refused payment and Larry’s got to get in the middle and straighten it out…” “You don’t look like you’re telling the truth,” says Mark. “Not the whole truth.” “I’m trying, but you keep interrupting me. What do you mean I don’t look like I’m telling the truth?” She sits up straighter, pats her hair, touches the flush on her neck. “Go on.” “I think Larry really resented having to deal with Ahmed all the time because of Dom’s attitude. He didn’t like to deal with Ahmed.” “Why?” “For one thing, I think Larry was a little afraid of him. He had — or was having — an affair with Ahmed’s girl friend, Rachel. That didn’t help.” “Did Qali know about the affair?”
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“I don’t know. Probably. Seemed like everybody did.” Mark says nothing. Donna resumes: “Look, there is really more to this. More to Larry’s fear.” She waits. Mark says nothing. “Don’t you want to hear?” “Go ahead.” “Larry wasn’t only afraid of Ahmed. He was actually probably more afraid of the people around him; other Palestinians; members of the Jenin Group. Larry said there were people in the group who didn’t like the cooperation between what they thought of as a Jewish company — certainly an American company — and Palestinians. There are lots of factions — I mean everybody knows that. And they shoot each other sometimes. Larry said that more Palestinians get killed by other Palestinians than by Israelis over there. I don’t know if that’s right, but that’s what Larry believed. And he was afraid somebody might shoot him. That’s what he told me. “Larry doesn’t … didn’t scare easily. He was a tough guy, ‘specially after he went to jail. But he was worried. Worried for himself; worried for Louise. So he asked me to get him some bullets for his gun.” Donna pauses. “Go ahead.” Mark is impassive. “And I did. I mean he couldn’t get them himself because he’s an ex-con, so I got them for him. He told me what kind and all and I went to a store in New Jersey and bought him twenty bullets. That’s what he said he wanted. He wanted them because he was afraid.” “Do you have a receipt for the bullets?” “No. I paid cash; threw the receipt away.” “Why?” “I don’t know. Just didn’t seem to be something I wanted to create a record of. I felt sort of guilty buying bullets. I mean the whole thing was sort of scary, so I didn’t keep a receipt.” “Before, when I asked you who might want to kill Larry you didn’t say anything about the people he was afraid would kill him. Why?” Mark looks angry. “Because I know he shot himself,” says Donna. “I saw him do it. I told you that.” She pauses and then resumes when Mark doesn’t respond. “I mean I wouldn’t have been doing you any favor if I’d sent you off after these guys when I knew perfectly well they didn’t do it.” “Go on and tell me about the rest of your discussion, about Larry killing himself. Before you start, remember how important it is for you to tell the truth. You were there; you lied about that; your fingerprints were on the murder weapon; you probably bought the bullet that killed him…” ”But I told you about that voluntarily,” Donna protests. “And that was a good idea,” says Mark. “Go ahead, please.” “Okay... Larry and I were arguing about Dom; I already told you that. I wanted Larry to apologize, get Dom to stay. He said he’s not gonna do that. So Larry and I disagreed ... not the end of the world ... I mean it shouldn’t be the end of the world ... and-and then…” She swallows spasmodically, then puts her head down on her arms and sobs.
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“And then?” Donna is still sobbing, head down, and doesn’t answer. “So are you telling me Larry shot himself because you didn’t agree?” “I don’t think so,” says Donna, pulling herself upright but not drying the tears. “I … I don’t think so. I think it was an accident. But he was disturbed; I mean much more disturbed than he’d usually get when we argued; we argued a lot. I think he was disturbed by Ahmed’s business. And he was feeling sick. He’d been in the bathroom being sick and he looked pale, the mushrooms I guess. So I just don’t know.” She sobs again but doesn’t put her head down. “An accident?” asks Mark. “Guy puts his gun to his head and pulls the trigger and you call it ‘an accident’?” “You have to realize … I think I already told you … anyone can tell you … Larry puts that stupid gun to his head and pulls the trigger all the time. I mean, that’s the USUAL thing for him to do when he has an argument with someone and he finally gets tired of arguing: He says he’s the boss, then he puts the gun to his head and he says ‘I bet my life’ and he pulls the trigger. And it goes ‘click’. It always went ‘click’.” She stops, sobs, and doesn’t say any more. “So you’re telling me,” says Mark, “that you didn’t react when he put the gun to his head at the end of your ‘argument’ because that’s what you would expect him to do?” “That’s right,” she says. “That’s exactly right. I mean ask anyone. How could I know this time would be different? He always does that. That’s how we know when to stop arguing.” “But there isn’t usually a bullet in the gun when he puts it to his head?” “No. No, of course not.” “So why would he do that with a bullet in the gun? Why would he put a loaded gun to his own head and pull the trigger? Did he play Russian roulette, had he ever done that?” “What’s Russian roulette? I mean I’ve heard of it but I don’t know exactly what it is.” “It’s when someone puts a bullet in one chamber of a revolver, then spins the cylinder so maybe the bullet’s under the hammer, maybe there’s an empty chamber. So, when he pulls the trigger, maybe he gets shot, maybe it just goes ‘click’. Did the deceased ever do that?” “Yes,” she says. “Yes, he sometimes spun something but I don’t think there were ever any bullets in it. It always just went ‘click’. I don’t think he had any bullets until he got afraid of the Palestinians. If he had any, wouldn’t make sense to ask me to buy them, would it?” “Did he spin the cylinder this time?” “No,” she says. “No, he didn’t.” “Were you surprised that he didn’t spin it?” “No.” Mark is silent. Donna continues: “ I wasn’t surprised because that’s different. I mean Larry was pretty predictable. If there was a long discussion, we didn’t know
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what to do, lot’s of alternatives, Larry got tired of that and made a decision, then Larry says ‘we’ll pick this one’ and he spins the thing, puts the gun to his head, and pulls the trigger. When just two of us are having an argument and Larry wants to say it’s over, no more arguing, he puts the gun to his head without spinning the thing and he says, like I told you, he says ‘I bet my life’ and he pulls the trigger and he won’t argue anymore.” “So why do you think there was a bullet in the gun this time? Why did he put the gun to his head with a bullet in it and pull the trigger?” “I think... I mean I don’t know but I think maybe he put the bullet in the gun because he was afraid of Ahmed and he knew he had a meeting with him. Then, like he forgot. And he played with the gun like he always did and he shot himself by accident. Maybe because he was upset. Or sick. Maybe the mushrooms, I don’t know.” “You have a problem,” says Mark. “Anyone can tell you he always does that,” says Donna. “Your problem is that you lied. Wouldn’t have been as much of a problem if you’d told us the truth, but you lied. And you tried to set up an alibi. You used the backdoor to get into his office. You bought the bullet. Your fingerprints are on the gun. Even if someone believes everything else you said, why would you set up an alibi and use the backdoor if you didn’t know what was gonna happen? Doesn’t make sense. Doesn’t hold together.” “I’m telling you the truth … I’m telling you the truth now.” “Why didn’t you call 911 right after he shot himself? That’s what woulda made sense.” “I don’t know,” says Donna. She is sobbing again and breathing heavily. “I don’t know. I guess I panicked. I mean … I mean it was horrible. Half his head blew away.” She pauses. Mark says nothing. She continues: “I knew he was dead … anyone would know. There was nothing anyone could do for him. I mean, if I thought there was a chance, if I thought there was something that could be done, he could be saved or anything like that, then I would’ve called 911 right away. I would’ve. But he was dead and it was so horrible. I didn’t know what to do. I guess I panicked. I ran out of the room. I ran to the ladies room. I threw up… Then I went home. I don’t know why, but I went home … I changed my clothes … I got myself together. I came back to the office. I guess I hoped by then someone else would’ve found him. That it would all be taken care of. I mean that he’d be taken away. But he wasn’t. Nothing happened. Everything was just like when I left. So I had to do it. I called 911. I did. You know that. It was me that called.” “Was there blood on your clothes?” asks Mark. “No, no blood.” “Why did you change? Why did you have to go home to change?” “I didn’t go home TO change,” she says. “I went home AND I changed. I mean, that’s different. I don’t know why I went home. I told you that. I panicked. I went home. I get home and I take off my clothes.” She looks at him. He looks away and says nothing.
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Donna continues: “I take off my clothes. I don’t know, it’s a girl thing. I take off my clothes. Then I take a shower. There was no blood. No. I looked … I did … I mean anyone would. But there was no blood, so I took off my clothes and took a shower. I washed all over. Like there was blood, you know, but there wasn’t. I washed all over and then I put on clean clothes. And I came back in to the office. That’s what happened.” “Did you tell your husband what happened?” “No. He was away. I told you he was away. So I didn’t tell him.” “You didn’t call him? Didn’t tell him anything?” “No.” “Why?” “I don’t know. I mean we’re not that close anymore, really. I just didn’t.” “You were worried — at least you said you were worried — that he’d be jealous if he knew you were in the office with the deceased. You were close enough to worry about his being jealous. But you didn’t call him to say you’d just seen the deceased shoot himself? Or even just to ask his advice? He is a lawyer.” “Sometimes,” she says, “jealousy is all that’s left. Maybe I didn’t call him because I still didn’t want him to know I was in the office. I don’t know. I didn’t, though. I didn’t call.” “Did you see anyone when you left the office?” “No. I mean there were a few people in the street. I got a cab. I saw the cabbie.” “Did you get a cab receipt?” “No.” “They always give you a receipt,” says Mark. “It’s the law. They always give you one of those little tiny receipts that print outta the meter. You didn’t get one of those?” “I don’t know,” says Donna. “Maybe I did, maybe I didn’t. Maybe this cabbie doesn’t obey the law. Maybe I just balled it up and threw it away. I DON’T KNOW. I never keep those things anyway, and I just don’t remember.” “Strange thing for an accountant not to keep receipts, isn’t it?” asks Mark. “Don’t you need ‘em for your records, for your expense account and stuff?” “I don’t keep them,” says Donna. “I don’t have one. So what? What’s it matter? I already told you I was there. I told you what I saw. What I did. You think I made that up? I wasn’t really there? Is that what you think now?” “I don’t think anything, yet. You told me a couple of different stories. I’m trying to figure out what’s the truth. What’s not. I’m thinking this whole thing doesn’t look very good with lying, with setting up an alibi…” “Okay,” Donna interrupts. “Okay. So you don’t like me. Don’t say that all again. Don’t say all of that about the alibi, about my fingerprints on the gun, about the bullets. I told you about them, remember? I didn’t have to tell you about them, but I did. I told you about the Palestinians. I told you everything.” “I don’t think so,” says Mark. “I don’t think you told me everything.” “Look...” says Donna. Then she says nothing.
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Mark waits but she still doesn’t go on. “Look, what?” he asks finally. “Nothing.” “You were gonna tell me something. You were gonna tell me something, then you decided not to. Don’t have to be a detective to know that.” His tone is friendly. Donna still says nothing. “If you’d told me what you knew right away,” says Mark, “you’d be in less trouble now. But you didn’t. You lied about where you were; you tried to set up…” “Okay, okay, don’t say all that stuff again. I can prove it happened like I said it did. I can prove he shot himself.” “That would be a good thing.” Mark’s tone is sardonic. “Please go ahead.” “I have a video. I have a video of what happened in his office.” “You were video taping him shoot himself?” “No, no, of course not. There was a camera above his door. It takes a video — not a great video, but you can see what’s happening in most places in his office. It tries to look wherever sound is coming from. The camera sends stuff to this thing I have here that records it. I have the video of when I was in the office.” She points to a small grey box on her credenza. “So I can see and hear for myself what happened?” “You can see it but you can’t hear it. There used to be audio but it broke. So I just have video.” “Did the deceased know you were bugging his office?” “No.” “Why did you do it?” “Because I didn’t trust him anymore. He was acting strangely. I had to protect the company. I wanted to know what he was up to.” “What was he up to?” “I didn’t find out anything. I didn’t see anything that unusual. I didn’t hear anything — when I had audio I mean, I didn’t hear anything that unusual. But I was worried, so I watched.” “Were you blackmailing the deceased?” “What do you mean?” “I think you know what I mean,” he says. “Did you watch him with girl friends in the office? Did you threaten to send tapes to his wife?” “How can you say that?” she asks. “That’s what people do with sneaky cameras. And you didn’t want to tell me about the camera. Even when you’re in lots of trouble and you have the video to get you out, you didn’t want to tell me about the camera. So now I wonder: What you were using the camera for? Why you didn’t want to tell me about it?” “I didn’t do any of that stuff,” she says. “You just don’t like me, that’s why you think that.” “Why didn’t you tell me about the camera?” he repeats.
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“It’s embarrassing,” she says. “I really didn’t want it to get out that I had this thing in my CEO’s office. And then, after he’s dead, it’s his reputation, too. I mean, I don’t want to explain that he’s getting irrational, that I don’t trust him. And how’s the whole thing sound for the company? I care about that, so I didn’t say anything.” “How far back does the tape go?” “It’s not a tape. I think it’s a hard drive or something. It’s in this box and my computer can get to it and that’s how I watch it. It just does six hours, something like that.” “So you could see the meeting with Ahmed?” “Right.” “So you knew who he was meeting with? It’s not that he told you that.” “He did tell me… Yeah, I did peek. I did look at the video. But Larry told me, just like I told you.” “What else is on there?” “Nothing, really. There’s Larry; he’s in his office. He does stuff. He gets up, he walks around. In the beginning a guy brings him some pizza. He puts mushrooms on it like he always does. Like I said, must be what made him sick.” “Do you know anything about the mushrooms?” “No.” “Are you sure? You’re not going to tell me something different later? You’re not going to say you didn’t want to get embarrassed so there’s something you didn’t tell me about the mushrooms?” “No, I swear.” “Okay,” says Mark. “Show me the tape of your meeting with the deceased.” Donna swivels back to face her computer. Mark comes around the “L” of the desk to stand behind her, looking over her right shoulder at the screen. She hits a few keys and clicks a few buttons. A grainy, jerky video shows up in a box about two inches square in a window on the lower left corner of her screen. Mark asks Donna to make it bigger but she says she can’t. He brushes against her chair and excuses himself as he moves to look over her left shoulder; he has to stoop close to her to see the image past her shoulder since it is at the bottom of her screen. Their arms touch, but Donna doesn’t move back or sideways to give Mark an unobstructed view. In the little window, Larry is sitting alone at his desk. The camera is apparently mounted somewhere near the door and high with a fish-eye view of most of the office but it can’t see the wall it is on or the first few feet of the two adjoining walls. At the lower right of the window, there is a digital display of picture time and date. The video starts at 1807 03312003 and flickers forward. “Is that the beginning?” asks Mark. “Is that when you turned the camera on?” “It’s the beginning of the video because only the most recent six hours is kept,” says Donna. “I always left the camera on.” “Why did you stop it at 2:07 AM the night of the murder?”
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“MURDER? There was NO MURDER!” Donna’s chair back hits Mark in the stomach as she comes upright in her seat. Mark straightens and steps back, but says nothing. “I’m going to show you,” she says. “I’m going to show you there was no murder. It’s in the video. That’s what I’m showing you. How do you know that I stopped the camera? When I stopped the camera? What are you saying?” “Obviously you stopped the recording at 2:07 AM if the recorder only has the last six hours,” says Mark. “My question is: Why did you stop it?” Donna has to twist around and look up to talk to Mark. He doesn’t move back far enough to make this easy, and as she speaks, he continues to monitor the on-screen window where Larry still sits alone “I stopped the camera,” she says finally, “because there was nothing left to record. Larry was dead. He wasn’t… I mean there was nothing left to record. Doesn’t that makes sense?” “It would make more sense if you told me the whole truth about why you were recording,” says Mark. “I am telling you; I did tell you. Why don’t you believe me? I have a video.” She twists back to look at the video. “Why didn’t you erase it?” “It was … I mean, I don’t even know how to erase it. It’s just there and it gets written over when more is recorded. I didn’t even think of it.” “You thought to stop it. You could have left it going. Six hours later, there would have been no trace of your having been in the deceased’s office.” “I … I didn’t think of all that. I just thought Larry’s dead and how he died and I turned it off and I went home. I mean … like I said … I was panicked.” The tiny Larry on the screen gets up from his desk and walks towards the camera. He’s slightly bent over and has a quizzical, pained look on his face. He passes under the camera and out of sight. The picture is of an empty room. Mark says: “And now you conveniently have this video that is gonna show me how innocent you are, taken in a room you first said you weren’t in at that time. Pretty convenient.” Donna’s expression turns from frightened to angry as she twists to look up at Mark again. The flush moves from her neck to her cheeks; her mouth is slightly open and she is breathing through it. “That’s not right. You’re harassing me. You have no business…” “We are going to leave this room,” says Mark. “Right now. Please stand up and leave the room in front of me ... well in front of me.” “Are you arresting me?” “You haven’t left me any choice. I would’ve stayed and watched the video and seen if you’re telling the truth. But I’m not setting myself up for a harassment charge; we’re outta here. I’ll watch the video after I arrest you on suspicion of murder.” “Wait,” says Donna. “Wait. If you just watch the video, you’ll see I’m innocent.” Now she is cajoling. “Arresting me isn’t going to do either of us any good. I mean…”
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“Let’s go, please,” says Mark. He moves to the office door, opens it, and steps half way into the hall. “Why don’t you watch the video by yourself if you’re afraid to be with me?” Donna suggests. “I mean I’ll go take a walk. I can use it. I’ll come back in a while. that’s what I’ll do. And then you’ll have seen the video. You’ll know that I … that Larry shot himself. That I didn’t do anything. And then…” “Here’s what we’re gonna do,” says Mark. “We’re going to go out of this office to reception. I’m going to write you a receipt for this box with the video in it; all nice and in public. We’re going to go back with a witness and take this box outta here. And I’m gonna put some nice yellow police tape across your door…” “That’s awful,” says Donna. “You’re arresting me.” “You do exactly what I say and, if the video shows what you say it shows, then I don’t have to arrest you right now,” says Mark. “I’m not promising you don’t get arrested later. I’m not promising anything at all. But I’m telling you what you gotta do if you don’t want to get arrested right now.” “How am I supposed to explain the tape on my door?” Donna is slightly teary. “How do I explain that?” “If I were you, I wouldn’t explain anything. Just find somewhere else to work while we get your office searched and see what other toys you got besides the recorder. And while we get the software for the recorder off of your PC.” “Could you search some other offices, too?” asks Donna. “Do me a favor and search some other offices?” “Can you give me a reason to search any other offices?” “Well,” says Donna, “I mean if you search the other offices then it won’t look like—” “No. That doesn’t work. That’s why you want me to search the other offices; it’s not why I’d want to search the other offices. You tell me something helpful I might find, I’ll look anywhere. You think I should look in Dom’s office for something?” Mark is still standing in the hall just ouside her door. There are gaps in their conversation as people walk by. “No,” she says. “No. Why Dom’s office?” “Let’s go,” says Mark. Reluctantly Donna follows Mark out to reception where he laboriously hand-writes a receipt which Donna has the receptionist copy. The receptionist becomes their chaperone and walks back with them to retrieve the video recorder which Mark unplugs from a USB port on Donna’s computer and from an Ethernet port in the wall. He has to crawl under the desk for this but smiles slightly as he does. “Now,” says Donna as Mark straightens up. “Now what I’d like you to do is seal this room off. We can’t be too careful after what happened to Larry. Please be sure to conduct a very thorough search. I wouldn’t ask this if I didn’t think it was important.” Mark looks surprised, then recovers. “Right, Ms. Langhorne,” he says. “Please be sure not to leave New York City until I have given you clearance.” He leaves with the recorder.
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“I asked to have the office searched,” Donna explains to the receptionist. “After what happened to Larry, I wanted it searched. They’re so afraid for my safety that they don’t want me to leave the City.” “Right, Donna,” says the receptionist. “I thought Larry shot himself. Then why…” “Of course he did,” says Donna. “Of course. But we don’t know why, and you can never be too careful.” Before the afternoon is over, the receptionist, her girlfriend, her boyfriend, her mother, her brother, and her aunt all sell the hackoff.com stock they got as friends and family at the IPO and have held ever since. They didn’t sell when they could have had a huge gain but waited, as many did, for further gains. They didn’t sell during the long decline because it only made sense it would reverse. But, after the receptionist calls them, they each call the broker who holds the stock and accept the loss of about $14.50 a share. The broker tells his assistant that he isn’t completely surprised that a whole related group should sell at once; he’s seen rumors spread before and he knows about the CEO’s death. He is surprised, he says, that one of them mentions the CEO’s “murder” since everyone knows he shot himself. # Like many Wall Street firms, Barcourt fled the downtown area after 9/11. The executive offices once housed in the World Financial Center are now located in a twenty-story building on 58th Street. Detective Mark Cohen and Rachel Roth are meeting near there at a fern bar she suggested. It was Mark’s idea to conduct a very “informal interview”. Even though Rachel has, as far as he knows, no good alibi for the time of Larry’s death, the video clearly showing him pulling the trigger himself in front of a horrified Donna seems to make alibis unnecessary. Except for the mushrooms, of course, Mark told Captain DeNapoli. And except for the fact that everyone is lying to him about something. He said he was sure about that. He didn’t tell his supervisor about the call he recently received from Louise Lazard about a visit by Rachel Roth. It is this visit he is meeting with Rachel to discuss. The window of the bar is festooned with hanging ferns; there are a few dead fern leaves on the table when Mark and Rachel sit down. Mark brushes them into a pile against the window. He orders a Coke; she orders a chardonnay recommended by the waiter. Mark is wearing a blue blazer and a light blue shirt with the collar open; most other men in the bar have ties and many are wearing suits. Even Rachel is in a pin-striped suit with a knee-length skirt and a cream-colored blouse with a dense row of pearl-like buttons. They make small talk for only a few minutes before Mark says: “Ms. Lazard told me about your visit.” “She said she was going to. I would have preferred that she keep it to herself, frankly, but she didn’t see it that way. Still, I’m glad we spoke. I didn’t want her to think badly of me. I wanted her to have a good memory of Larry. It
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was the right thing to do.” She draws herself up and looks at Mark as if for affirmation. “Yes,” says Mark after a pause. “Yes, it was the right thing to do.” He waits. “I didn’t want her to think Larry and I really had an affair. It was important she know it was a charade. I took a risk that she wouldn’t see me, wouldn’t believe me; but I think she was glad I came — once she agreed to let me talk to her at all.” She smiles and stops. “So,” Mark says finally, “as I said, Ms. Lazard told me about your conversation. It would be helpful, though, if you could tell me what you told her. It’s better to hear things directly, I’ve found. Is that okay? Do you mind going over this again?” “What happens to what I tell you?” asks Rachel. “Louise told me you have a video that actually shows … that shows that Larry … that it was definitely suicide. She was sure it was murder, she said, and now even she’s almost convinced it wasn’t. So I guess I’m surprised there’s still a murder investigation and that you even want to talk to me. So I think it’s fair to ask what you plan to do with what I tell you.” “Probably it just goes into a report,” says Mark. “That is assuming you’re going to tell me the same thing I heard from Ms. Lazard. You wouldn’t believe how many reports there are even when an investigation is closed without an arrest. And the file is full of people saying — excuse me for saying this, but it’s a fact — the file is full of talk about the affair you and the deceased were supposed to be having. Naturally, that’s one of those things that provides a possible motive. You know we were very eager to talk to Ahmed. Even Ms. Lazard was regarded as having a motive. All very traditional really. And she did have a motive, since she believed there was an affair. But, since the video, then it’s mainly a chance of getting everything wrapped up as tidily as possible. Also, what you told Ms. Lazard may provide a motive for the suicide. The way we cops are, you know, we like to have a motive even if there isn’t a murder. So maybe what you tell me helps us write some nice, neat final reports.” “What about the mushrooms?” Rachel asks. “Don’t you still have to investigate them? I read about them in the Post.” “I wouldn’t believe everything I read in the Post. Most people figure he just picked the wrong mushrooms. That’s easy to do, apparently.” “Okay,” says Rachel. “Okay, I’ll help clean up your reports. But one question, one thing I need to ... want to know is how confidential are all these reports? I have nothing to hide. I’d be happy to have people know, actually, that Larry and I weren’t having this mad affair like everybody thought. But there’s the stuff about Ahmed … about him and me. If I talk to you, am I gonna… going to … read all about this in the Post?” Mark assures her that his reports are confidential. He tells her, though, that if there were a trial, maybe even if there were a lawsuit, then what she told him could come out. Also, she’d probably be called as a witness if that happened but, given the rumors, that would probably happen anyway. Rachel
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does not appear completely reassured but agrees to tell the story to Mark the way she told it to Louise. The story starts with Larry agreeing to hire the Jenin Group Ahmed represents to do some programming work for hackoff. They do the work and almost everybody is very happy. They do some more work — something a little harder this time — and almost everybody is happy again. The almost part is Dom. According to both Larry and Ahmed, Dom doesn’t like using the Jenin Group; he doesn’t like outsourcing at all and he seems to have taken a particular dislike to Ahmed, perhaps because he’s an Arab. Every time Ahmed wants to get paid, he’s got to appeal to Larry directly because Dom won’t okay the payments. Then they decide to use the Jenin Group for something much bigger than they’ve done before. This involves giving the group access to some of the source code — Rachel’s not quite clear what that means, but knows it’s important. While they’re working on this project, a problem comes up. As she understands it, Dom called the Jenin Group directly and demanded the source code back and access to their computers. He told them they never should have had it, even though Larry had given it to them. He was very insulting to the people he talked to. It would have been better if he’d just talked to Ahmed, but that’s not what happened. He called directly. One of the people that Dom insulted was a young Palestinian, most of whose relatives had been killed by the Israelis. This guy is something of a hothead under the best of circumstances and these aren’t the best of circumstances. Before anyone can calm him down, the guy disappears with a copy of the precious source code. That’s only the beginning. Things go down hill from there. Yasir — that’s the name the hothead has taken — disappears. People figure good riddance because he’s hard to work with, but he’s also the kind of angry young man they were trying to provide alternatives for and he is a very smart programmer. But soon there’s an email from him at an untraceable address. He has a copy of the source code, he says. Unless he is immediately given ten million dollars, which he will use to advance the Intifada, he will use the source code to enable him to mount an attack of some kind on hackoff customers. He will, he says, net much more than ten million dollars from that before he is through. And there are some threats. If any authorities — particularly the Israelis — are alerted, or if any attempt is made to update the software at hackoff customer sites to protect against an attack, he will both launch a devastating blitz on the sites and he will kill Larry Lazard. No one is sure whether he is actually in the US but he does give two frightening demonstrations. He tells his contacts to tell Larry where he can find evidence on customer computers that this guy is able to get inside and he emails a photo of an object which has been stolen from inside Larry’s office. It is Ahmed who has to tell Larry all this, and he obviously feels terrible about it, although some of it is Dom’s fault for insulting Yasir to begin with. Normally, Ahmed would not involve Rachel in his business — he is very traditional that way — but she can tell how upset he is, particularly since he
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doesn’t usually show any emotion at all. She insists that he tell her what is going on and, to her surprise, he does — even enlists her help in talking to Larry because he’s afraid Larry will think that he’s part of a conspiracy to extort money from hackoff. The three of them talk. Larry will not consider the possibility of paying the ten million and Ahmed agrees with him, although Rachel is not so sure. The men are sure that this will just lead to further demands. Larry says he doesn’t take the threat to kill him seriously. Figures if the guy was into killing he would have already killed Dom but he didn’t. But he takes it seriously enough to be worried for Louise. Finally, Larry decides that he can singlehandedly write some code that will somehow defeat this guy before he can detect that the sites have been updated. Rachel doesn’t understand the technology but apparently, once an update is distributed and applied, it won’t matter that this guy still has a copy of the old source code. The plan is that Larry will do this work; he reminds them that he was once a good hacker — wrote the “Gotcha” attack as everyone knows. Meanwhile they will pretend to negotiate with Yasir as long as they can keep him going. Try to bring down the price, even though Larry says there’s no price he’ll pay. Try to find a way that Yasir can assure them that he won’t just come back for more once he’s been paid. Stuff like that. But there’s a problem. Larry can’t work on this during the day because he’s got to be a CEO and also because he doesn’t want Dom to find out what’s going on. He is absolutely adamant that Dom not be involved in fixing the problem — that Dom not even be told that there IS a problem, given how he felt to begin with about the Jenin Group having the source code. And, because of the way they protect the source code, Larry can’t work on it out of the office. Also, it’s very sweet really, even though he says he’s not worried about getting killed himself, he doesn’t want to expose Louise to any danger. And he doesn’t want to tell her what’s going on any more than he wants to tell Dom — less maybe. “You never got to know Larry,” says Rachel, “but once he made up his mind, it just didn’t change.” So Rachel came up with the idea of the fake affair. It gave Larry a reason to stay late at the office and away from Louise. Ahmed hated it, of course. But he also felt so bad about the extortion and the threats and everything that he let them go ahead with it. The idea amused Larry, although he felt bad for Louise. But he knew he was protecting her, too; and he was sure he could make it up to her later. He’s pretty sure Yasir isn’t really going to try to kill anyone; that’s just a threat, and not one it does him any good to carry out even if he can. Once the threat is over and Yasir doesn’t kill him, then Larry figures he’ll be able to tell Louise. “Of course,” says Rachel, “that’s part of why I had to tell Louise. I knew Larry meant to, and it would be too cruel just to leave it the way that it was. Especially since there was no longer any threat.” A couple of weeks ago — it seems like a million years — Ahmed got word that Yasir was found dead in a mosque in Jenin. Not at all clear who killed
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him, but very clear that he is dead. This sounds like good news but Ahmed doesn’t want to tell Larry until he is sure that Yasir doesn’t have any accomplices who might plan on carrying on the attack. Apparently the guy’s a known loner, so there’s hope. Also there had been absolutely no leaks about where he’s hiding, which also might mean he’s working alone. No new threats come. There are no answers to the negotiation emails. Soon the email addresses that Yasir has given start to bounce mail. It looks like there is nobody following up. They even put word out on the street in Jenin that former friends of Yasir could be richly rewarded. But not a peep. On March 31 Ahmed gets a message through his uncle that means to him it’s time to talk to Larry. He is eager to do this himself after all everybody’s been through. He also wants to get paid for the project the rest of the Jenin Group has now finished, but the main reason for the visit is to tell Larry that the threat is over, they can all go back to normal life. “How did Ahmed say Larry reacted?” asks Mark. “He didn’t say,” says Rachel. “He hasn’t said. In fact, he isn’t talking to me.” “Why’s that?” asks Mark. “Look,” says Rachel. “I told you a lot of stuff that’s very personal, very hard to tell, because you said it would help with your report. Fine, I did that. And I told Louise. I’m glad I did that, I think. But now I don’t see any reason why I should go into my personal life with Ahmed. I don’t. That’s not going to help your report. Can’t you tell from the video how the meeting went? Louise says the meeting is on the video, that it goes back six hours or something before Larry … before he died.” “I’m going to tell you something about the video,” says Mark. “I’m going to tell you because I believe you really want to help and wouldn’t deliberately put Louise or anyone else in danger. I’m going to tell you, but then I’m going to expect your cooperation.” “Or what?” Rachel looks Mark in the eye. “I think you’ll want to cooperate,” says Mark. “So, here’s the scoop on the video. First of all, it’s a video, just that, no audio for some reason. So we don’t know exactly what Ahmed said to the deceased or the deceased said to Ahmed. We do see them meeting. We see Ahmed come into the office and we see the deceased is surprised to see him, surprised that he can get in without setting off the alarm. But he doesn’t look like he’s afraid of him; that’s good. It even looks like Ahmed gave him a present. “They both sit down. They don’t smile; they don’t shake hands. Ahmed has his head down for a while, we can only see the back of his head in the video by the way, not his face. But we can see the deceased’s face. He is mainly listening. He does not look like he’s getting good news. He only talks a little, like he’s asking questions. We think Ahmed is talking most of the time but, like I said, we can’t see his mouth. We can sometimes see his hands are moving in front of him. His head is bobbing; so we’re pretty sure he did most of the talking. And he did it slumped over. Again not like good news. But we don’t know what he said.
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“Then Larry gets up. We see that in the video. He gets up and he’s angry. He’s yelling, but we don’t know what except at least one ‘fuck you’. Ahmed gets up, turns around, and leaves the room. We see his face. It has no expression.” “That doesn’t mean anything,” Rachel says. “He NEVER has an expression.” “Ms. Roth,” says Mark. “I believe you don’t know what happened at that meeting. I believe you thought you were telling me the truth when you said Ahmed went downtown to give the deceased good news. But that’s not what it looked like in the video. I haven’t told that to Ms. Lazard yet, but I’ve got a big decision to make — and you can help — about whether she needs police protection. I’m also going to have to talk to Ahmed Qali again. There’s a lot he didn’t tell me. I’m hoping for everybody’s sake that he’ll be more forthcoming now. But it’d be a big help if you tell me how you can live with someone and not be talking to him.” “I have to think,” says Rachel. “I’m not going to be rushed.” She is quiet for over a minute. Mark waits. “Okay,” says Rachel at last. “I’m disappointed that Ahmed didn’t tell me the truth, very disappointed. In fact, I feel used. I don’t know what he told you when you interviewed him. I take it he didn’t say anything about the problem with Yasir?” She waits, but Mark doesn’t answer the implied question. “Anyway, I’ve told you about that. And I’ll tell you about our relationship. I’m not sure what he told you about that either but, if I had to guess, I’d say not much. “We have been lovers for years. That’s no secret; and we’ve been living together quite a while. Stop me if this is too much or too little detail, please.” She is expressionless, as is Mark. “Like every relationship, ours had its ups and downs. My being Jewish and him being Muslim made things interesting in both a good and a bad sense. I’m ethnically Jewish, anyway — neither of us is very religious. It kept us both away from our parents, but that was probably a good thing. The cultural differences were tougher. I’m naturally expressive, demonstrative; he’s … well, you’ve met him; you know … he’s a cold fish. That was hard on me; I’m sure my sloppy emotions were hard on him. We’re both ambitious; we both work hard; we both understand people who are ambitious and work hard so that was a good thing. “Despite the chauvinism built into him by his upbringing, I always felt that he gave my career and my accomplishments the same respect he would have had I been a man. I could’ve used more affection, but I certainly got respect. And I knew that he really did care for me. I knew that living with me put a huge strain on family relationships that were very important to him, but that he had chosen me. So, even if he couldn’t say it in so many words, I was pretty sure he loved me. “We always kept our business lives very separate from our personal life together. Obviously, he couldn’t take me to dinner with his clients. I guess I could’ve involved him more in my business life but I didn’t. Almost the only exception was our relationship with the Lazards. Frankly, I set that up because
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I hoped that, if Ahmed had some clients who weren’t Arabs, we could have a more normal life. Larry ended up being a customer of both my bank and Ahmed’s Jenin Group; that’s just what I hoped would happen. And Ahmed and I socialized with Larry and Louise every once in a while. “So, as I told you, when I heard about this problem with Yasir, I was crushed. This was more than just a client problem for both of us, it hit at one of the few ways that we could have a ’normal’ life together — I realize I’m making a Western value judgment when I say ‘normal’ but there you are. It was an important part of our relationship. And I felt really bad for Larry. First he almost lost the company to antihack — and I wasn’t able to be any help to him in that as his banker. In fact, I think he sort of blamed me for what a bad position hackoff was in as a target of a hostile. But he got through that thing with antihack because they had the bad luck to get hacked themselves, and he thinks he’s in the clear, and then there’s this thing with Yasir not only threatening the business, but saying he’s going to kill Larry. I felt badly about that. Especially because if it weren’t for Ahmed and me, Larry wouldn’t have this problem. And then I felt bad for Ahmed because if it weren’t for me he wouldn’t have this problem. Us Jewish girls are good at guilt. “So, like I told you, I got the idea to help Larry buy time to protect the company by pretending that he and I were having an affair. I just meant to help and it did give him cover. I knew Ahmed wouldn’t like the idea but we had to do something. But what happened is that Ahmed started treating me like I really was having an affair with Larry. He withdrew even more into himself. He moved into a separate bedroom and said that we should split at the end of our lease. I kept hoping he’d get over it, but it just got worse and worse. “I thought that when he got the good news about Yasir being dead… I guess that’s not a very nice way to put it, but it did certainly seem like good news at the time… I thought after that we could get our relationship back together. He did tell me he was going downtown to tell Larry about Yasir’s death. That was more talking than we’d done in weeks. But, when he comes back from seeing Larry, it was back to the silent treatment. I was awake when he came home… I don’t know why I’m giving you all this detail but might as well get it out. When he came home, I hoped he’d knock on my door, talk to me — but nothing. I called to him through the door, but no answer. It’s even possible he didn’t hear me. I didn’t want to call out. I wanted him to come back to me.” She wipes away precisely one tear. “He sent me an email yesterday,” she said. “He says he’s leaving the apartment, but that he’ll continue to pay his share for the duration of the lease. No reason. No emotion, of course. And, it’s … it’s hard. And it’s very hard that Larry is dead. I’m lucky to have a career, I guess.” She draws herself up, pats her hair, which isn’t out of place. “There isn’t any point in feeling sorry for myself. There, have I told you what you need to know?” “Yes,” says Mark. “I think you have. You cleared up why the two of you aren’t talking. Of course, I have no way of knowing what you’re not telling me, if anything. I may have to speak to you again after I talk with Ahmed.”
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“Well, tell me what he says,” she says. “He certainly isn’t going to tell me.” Mark doesn’t tell her what Louise told him. “The funny thing is, Mark,” Louise said, “she did fuck Larry. I believe her that the affair was a fake — even if she didn’t want it to be a fake. But I can always tell a woman who’s fucked Larry.” As Mark leaves the restaurant, his mobile phone beeps that it has a text message: Message from: 917 555 3098 Donnas office IPvid shows Dom putting shrooms larrys Office. Confirm no audio and nothing pre 1615 # Mark texts back instructions to get a warrant for Dom’s arrest on charges of attempted murder. He also orders that Ahmed be brought in for further questioning. When he gets back to his office, he congratulates the tech who brings him the video. “How did you get back past the start time?” asks Mark. “That’s great.” “Well,” says the pleased tech. “Thanks. I looked at the device. Turns out it partitions its memory in two hour chunks. So every two hours it flips over and is ready to use another buffer if you know what I mean…” “I don’t, but go ahead.” “So that means that current buffer always contains some older data that is inaccessible through normal software but hasn’t yet been physically overwritten. Once I knew that, I just hacked something together to read the buffer and found an extra hour-and-a-half. By luck, it starts with Dom Montain in the deceased’s office.” “Fantastic,” says Mark and settles in to watch the video. He sees Dom already in the room. He stands indecisively for a few minutes, then paces around the room, looks out the window, and finally walks to the shelf on which sits a clock with the wrong time, some empty file folders, and Larry’s jar of mushrooms. He watches Dom take a baggie from his pocket, and then, back to the camera, do something which cannot be seen. He then sees Mark shake Larry’s bottle of mushrooms thoroughly and put it back. Part of the baggie protrudes from his pocket. He faces the camera as he leaves the room. Mark’s computer chimes that he has mail. # From: Cpl. Harry FitzGerald
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© 2006 Tom Evslin Friday, April 4, 2003 7:55 PM Det. Marcus Cohen Attempted Arrest of Dom Montain
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Attempted apprehension of suspect DM at home address, office and West tenth squared tavern. Suspect not found at any of these locations. Are continuing watch. Advise.
From: Sent: To: Subject: mark,
[email protected] Friday, April 4, 2003 7:55 PM mark cohen temporary unavoidable absence
it is necessary for me to avoid arrest for awhile. i do not intend to hide forever; I think it is my karma to be arrested and im not trying to defeat it but not ready to play that game yet. there is something I must do first. i have been looking at video which is the same as what donna gave to you. for a while I couldn’t figure out where that came from because I monitor devices on our network and would have noticed a strange device. but once I knew what to look 4 I found it. must have been installed by a master hacker because it sends with the ip address of a bunch of different computers in the network so it always looks like them sending. it always sends to donnas computer but sends broken packets that the computer ignores and whatever the recorder is picks up. i can retrieve it from my log records. i don’t expect you to stop looking for me; you have your role to play and i have mine. i don’t think though that you will find me until im ready to be found. if you are willing to cooperate to the extent your role allows, email me back. i have more to tell you if there is some way for it not to be used against me. there is good reason why I might have wanted to put larry out of commission for a while — note that i am not saying that i did — but I DID NOT try to kill him. I do not kill. you can email me by replying to this email. you will get back a message that your email bounced but it will get to me.
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BTW, i know who you are. you are “columbo” and you and I have played against each other in some big games. I knew I recognized the way you ask questions but you threw me off because you played dumb which should have been the tip off.
From: Sent: To: Subject: Dom:
Det. Marcus Cohen Friday, April 4, 2003 8:02 PM [email protected] RE: temporary unavoidable absence
Good to hear from you. It would be even better to see you — better for you, too, I think. That being said, I do want to work with you, particularly if I have your word that you will surrender at the appropriate time. However, it is very difficult for me to attempt to get any kind of immunity for you while you are a fugitive. Moreover, you haven’t given me any idea what kind of thing you can tell me that you want immunity for. I do remember ultramole; should’ve guess that was you, especially with your fondness for backdoors. It must have been hard for you to take a backseat to the author of Gotcha seeing that kind of hack is very much your MO. Or did you learn hacking from the deceased?
From: Sent: To: Subject:
Mail Delivery System [[email protected]] Friday, April 4, 2003 8:02 PM Det. Marcus Cohen Undelivered Mail Returned to Sender
This is the Postfix program at host mail.nypd.gov. I'm sorry to have to inform you that the message returned below could not be delivered to one or more destinations. For further assistance, please send mail to <postmaster> If you do so, please include this problem report. You can delete your own text from the message returned below.
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<[email protected]>: Name service error for name=znowherez.com type=A: Host not found
From: Sent: To: Subject:
[email protected] Friday, April 4, 2003 11:59 PM mark cohen the audio will blow your socks off
you wanted me to tell you more about what kind of information i have. Okay. im going to do better and give you the info and put you under obligation to help me i have posted an audio which I recorded unknown to the people you will hear. it is at hackoff.com/~[your mother’s maiden name]/~[your father’s middle name]. you will need a password to get into it which i will text message you with for better security. the audio will tell you about an attack that has been planned on hackoff customers that will happen soon if steps are not taken and which can be successful. larry was part of planning that attack and i was always against it and have tried to stop it. i must remain free until i have ended this threat. i did not learn anything about hacking from the author of gotcha. that would have been impossible. the fact that you were given the video of me and told about the backdoor has released me from certain loyalties which i would have been bound by otherwise so it would be good if we could find a way to work together. ### After getting an instant message from Dom that the password for the file is Mark’s mother’s social security number, Mark begins to listen to the audio file. One voice is Ahmed. It is soon clear that the other is Larry Lazard. # Larry: I have a much bigger job for the Jenin Group than we’ve ever given you before.
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Ahmed: I am pleased that we have earned your confidence, Larry. Larry: Yeah, well, I still do have a confidence problem actually. Ahmed: Have we not performed our work satisfactorily? Have we not delivered on the schedule we have promised? I know there has been some unpleasantness with Mr. Dom Montain but... Larry: Yeah, all of the above, or we wouldn’t be giving you anything else. Look, here’s the problem. To do this job you’re gonna need a copy of some of our source code. That is a big risk for us. We never let the source code out. Ahmed: Mr. Montain will not like this... Larry: If MISTER Montain would’ve done this job himself like I asked him, then I would not be turning to you. I would not need the Jenin Group for this if he would do his fucking job. But he won’t so I’m turning to you. It is very, very fucking important that Dom not find out you’re doing this work or get any idea at all that you have the source code. Ahmed: I understand, and I appreciate your confidence. Larry: Yeah, well appreciation is one thing. I need your personal word that our source code will be safe. That it will be seen only by those with a need to know and only to do this particular job. Ahmed: You have my word. Larry: What I need the Jenin Group to do is to look at this code and figure out how to attack a very few sites that I will give you a list of. These sites are hackoff customers. Ahmed: Is this a test? Larry: Yeah, I like that. A test. You could call it that. It is time that customers understand that it’s not safe to use only our software protection; they need our monitored service as well to protect them. The problem is that our software’s been too fuckin’ good or hackers are too fuckin’ incompetent. Nobody has gotten in trouble because they don’t use the monitored service. Of course, we don’t want anything really bad to happen to these customers, but I’ll give you messages to leave inside their security that will indicate to them that they are vulnerable. There will be a little publicity about this after hackoff has come up with a fix. There will be no real harm to the customers, of course. But they will see that they are living on borrowed time if they rely on software protection alone. They really need our managed service. This is really in the customers’ own interest. Someday some real hacker is going to break in and do real harm if they don’t wake up. This will do them no real harm but
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it will show them how important it is to use our monitored service. Can you do this job? Ahmed: Yes, I believe we can. We cannot give you a price, however, until we have looked at the source code and ascertained the difficulty. How will we get the source code; I assume it will not be from Mr. Montain? Larry: You assume right, buddy. I have the code you need here on this DVD. I am assuming you will guard it with your life. Ahmed: You have my word, my friend. # Mark listens to the tape a second time. Then his phone rings. “Mark Cohen?” “Yes, this is. Who’s calling please?” “Mark, this is Rachel, Rachel Roth. I just got home and Ahmed’s gone. Your police were here looking for him, waiting for him, but he’s gone. He left me a note.” “What does it say?” “I can’t, Mark. I can’t tell you on the phone. I misjudged him. Oh, shit, I did.” “What has he done, Rachel? I’m sorry you’re disappointed but…” “No, Mark, you don’t understand. You don’t understand at all. He wants me to show you the note. He says I’m to bring it to you myself.” “Are the cops still there?” “Yes.” “Okay, let me speak to the one with the most stripes on his sleeve. I’m gonna ask them to bring you down here.” After talking to the sergeant, Mark orders an airport and ticket watch for Ahmed Qali and a trace on recent tickets in his name. The trace will come up dry.
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Chapter 15: April 5-7, 2003
“Zoop?” the old lady asks Dom. She is the woman Dom rolled under a truck as the World Trade Center tower collapsed. At the time, he left without telling her his name. A year later she saw him on All About Hackers — a cable TV late-night local talk show — as she was channel-surfing. She recognized him immediately; saw his name at the bottom of the screen; and found him on www.411.com. When she invited him to dinner, he came. Dom and the old lady have become fast friends. She liked techie stuff and was already using the Internet to communicate with her children and grandchildren. Dom introduced her to Vonage VoIP services so that she could talk as long as she wanted on the Internet without running up big bills. She fed him things he liked. After Dom intercepted the text message to Mark Cohen’s cell phone ordering his arrest, he went to the old lady’s apartment in Brooklyn with his computer, a toothbrush and Listerine he bought on the way, chocolate for her, and no changes of clothes. The only questions she asked him were whether he had a girlfriend yet and what he wanted to eat. After dinner, he immediately went to work on his computer. He didn’t use the old lady’s broadband connection, but switched between several local WiFi nets he hacked into: Verizon WiFi (from a nearby ex-payphone location) and Verizon 1xEVDO. By 11:00 PM, he has recaptured the packets from Donna’s spy camera, and starts watching them from the time he remembers entering Larry’s office. He starts a few minutes too soon, so the first thing he sees is Donna’s face as she leaves the office. Watching her, he sighs. That’s when the old lady asks, “Zoop?” “What?” asks Dom, disoriented. “Zoop,” she says. “Do you vant some zoop? Is good for you. You need it.” “Yes,” says Dom. “Yes, I do. I’m upset.” “Ich weiss,” she says. “I know. Somebody has disappointed you. Was it the beautiful lady I saw on your computer? She is beautiful but I do not tink she is a good person. I do not tink she is Jewish, either. Is it she vhat … that disappointed you?” “Yes,” says Dom. “I feel like I was kicked in the stomach.” “That’s vhy you need zoop,” says the old lady. “Is for your stomach. And for your soul. Did you luf her?” “No,” says Dom, now breathing normally and smiling fondly at the old lady. “No, Alte, I didn’t love her. It’s not what you think. I thought she was my
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friend; that’s what hurts me. She is trying to make trouble for me and I don’t know why. She has betrayed me.” “That is vorse,” says the old lady. “It is vorst of all to be betrayed by a friend. That’s why we could not belief it when our neighbors turned us over to the Nazis. They vere our friends, these neighbors, and they turned us over and we could not belief it. Drink your zoop.” “Alte, I must work. I can’t tell you why. It is better for you not to know why. But I have to work all night. May I work here?” “You are always velcome here,” says Alte. “Whatever you need to do it is okay, as you say. You vill vork and I must sleep because I am an alte lady and I vill talk too much to you if I stay avake. And after the night it vill be morning and ve vill have breakfast, yes?” “Yes, Alte. We vill … will have breakfast. Thank you. Thank you for being my friend.” “Gute nacht, liebchen.” “Good night, Alte.” Dom watches himself enter Larry’s office in the jerky video. “Shit,” he says as he watches himself shake the mushroom jar. After much fast forwarding, Dom sees Ahmed enter Larry’s office. The two men sit down and talk for a while. Ahmed hands Larry a Lucite pyramid. Larry looks crestfallen when he sees it. He puts it on the shelf near the mushrooms. Dom rewinds to the pyramid and zooms in on it. He stops as if lost in thought. He puts his head down next to the computer and folds his hands over the nape of his neck. After some time, Dom picks his head up, changes broadband connections, and continues watching the video. Larry leaves the room. While Larry’s gone, Ahmed picks up Larry’s gun from his desk and examines it. Before Larry returns, Ahmed puts the gun back. The two men sit down again, Larry facing the camera, Ahmed with his back to it. Ahmed and Larry argue and Ahmed leaves. It is a few minutes before Larry can calm himself enough to sit down. He also grimaces occasionally and rubs his stomach. He appears to be belching. Larry picks up the Lucite pyramid, then slams it back down on the shelf. He sits down and works for a while on his desk computer. He interrupts himself with frequent breaks during which he leaves the room. “The mushrooms?” Dom asks himself out loud. “Shouldn’t have been that soon, but maybe. Or something that bastard Ahmed told him?” Now Donna enters the video and the office. She and Larry sit kitty-corner from each other at the coffee table. The camera swings to their conversation. At first they seem amiable. Donna touches Larry’s knee; he laughs at something she says. Then he shows her the Lucite pyramid. Clearly it upsets him. She pats his shoulder; it looks as if she is reassuring him. But now they are arguing. Their heads are back like two intertwined snakes hissing at each other. Now they are friendly, again. Donna leans forward and smiles at Larry. He smiles back weakly.
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Donna picks up the gun from the table and puts it to her head. Larry takes it from her hand as she puts it on the table, gestures with it for a while, then puts it to his own head. Donna in the video flinches just milliseconds before Dom watching the screen. The left side of Larry’s head explodes. Dom rewinds and watches again. Then he runs to the bathroom and throws up. ### Rachel is shown into Mark’s office. Despite her makeup being fresh, it is clear that she has been crying. She is in slacks and a sweater, far more casual than when she met Mark in the fern bar the previous afternoon. She slumps in her seat. Silently, she hands Mark a handwritten note. #
My Dearest Rachel: It is time for me to leave. It is not likely that we will ever see each other again. The problem we had thought was over has not ended. I have caused a situation for which I must take responsibility. I am afraid that I will not be able to succeed, but I hope that you know me well enough to understand why I must try. For the last four days I have thought of my alternatives and tried to fix what is broken from here. It cannot be done. I asked you to tell the policeman as much of the truth as you know, and I hope you have done so. There is no reason for you to be further at risk than my presence in your life has already put you. Now that he knows what you know, he will have to try to prevent me from taking further action myself. I cannot let myself be restrained. I must do what needs doing, Allah willing. I have never told you that I love you. My culture did not allow me to say that. I am no longer willing to be a captive of that culture. I cannot leave you without telling you that I do love you in a very Western sense. If I were not a danger to you, if I did not have to do that which I must do, I would ask you to be my wife. It is not to be. You must think of me as dead. You must resume the life you should have. Please show this letter to the Jewish policeman Mr. Mark Cohen. Bring it to him yourself and show it to him. I believe that he is a good person despite his job and he can arrange protection for you. I Love You. Ahmed
#
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“I understand why you’re upset,” says Mark. “This must be very hard for “No shit,” says Rachel. “I have to ask you this: Do you know where Ahmed is?” “I’m sure he’s on his way to Jenin. Can you stop him? Can you save him?” “I’m already trying. There’s no record of him buying a ticket for international travel recently. But he’s very intelligent. I don’t want to be negative, but I don’t think he would have told you to bring me the note if he thought there was any way I could stop him. I think he knows what he’s doing, and I have to assume he’s already left the country under a fictitious name. I’ll request assistance in Tel Aviv. If he come through there, we may be able to restrain him. I just hope he knows what he’s doing when he gets to Jenin, if that’s where he’s going. He’s absolutely right that you need protection.” Rachel argues that she can just leave town for a while. She uses Mark’s computer to go online and make plans for a two week ski vacation in Utah using an alias that Mark has provided. Mark has her picture taken for an ID with the alias to use on her flight and, after receiving proper receipts, also gives her a credit card with the new name. He says he will contact her about transferring money inconspicuously from her bank account to cover the credit card. She says that Barcourt won’t like it when she says she’s going to be gone for a while, but fuck them — they owe her. Mark provides an inconspicuous escort back to her apartment and arranges watchers through the night before she leaves. ### From: Sent: To: Subject: Dom: I appreciate your openness. It is a sign of good intentions. The audio is an eyeopener. However, your information is stale. I have good reason to believe that the deceased had decided NOT to stage the attack BUT that elements in Jenin may be proceeding on their own with an attack that is NOT victimless. Does the name Yasir mean anything to you? It doesn’t make sense for you to put yourself at risk as a fugitive any longer since the circumstances have changed. I strongly urge you to give yourself up. You can do that through an attorney if that is what you would prefer. Det. Marcus Cohen Saturday, April 5, 2003 [email protected] Your information
1:03 AM
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From: Sent: To: Subject: mark,
[email protected] Saturday, April 5, 2003 mark cohen RE: Your information
1:10 AM
yes I know who yasir is. if he is involved in an attack it is more dangerous than i thought. he is exactly the kind of person that might seriously misuse our source code even worse than what larry intended to do. this makes it all the more imperative that i get all of our users updated asap so that the old source code becomes irrelevant and this game can be stopped. you will understand why that means that i cannot allow myself to be arrested during this process just as i understand that you would not be able to give me access to what i need to do what i must do if i were in your custody.
From: Det. Marcus Cohen Sent: Saturday, April 5, 2003 To: [email protected] Subject: RE: Your information Importance: High URGENT Dom: URGENT URGENT
1:15 AM
It is URGENT that you not do an update of your users! Part of the threat that was made is that the start of any update will trigger a massive attack immediately before the update can take affect. I don’t understand the technology involved. However, I believe my source to be credible. hackoff will probably receive some demands in some form from collaborators of Yasir although we believe that he, himself, is dead. His death is not verified, however. We know nothing about the exact motives or methods of his collaborators although extortion is quite possible. #
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Dom reads this email three times. He looks at the ceiling, then back at the email. He twists his sideburns and looks back at the ceiling again. Mousing furiously, he trolls through websites full of hacker esoterica, sometimes cutting pieces of code from one window and pasting them into others. He runs a search engine he wrote himself that crawls through websites Google will never find. Sometimes he must solve a riddle as the price of entrance into a site or give a piece of hacker history known only to a very few people. Occasionally, he runs an applet, then a ping trace, then an app whose source code he is continually modifying. Streams of numbers cascade down the screen. Sometimes Dom turns the numbers into histograms; some appear to be fractals, others much more predictable. Some of the patterns are superimposed on a recent map of the Internet Dom has accessed from somewhere. Nodes change colors as simulated packets march through them or bounce off. Occasionally, Dom aims a real packet stream at a real router. At Dom’s first attempt to make coffee, he is nerding so deeply that he spoons the coffee grounds into the basket of the Mr. Coffee without the strainer. The grounds pour onto the floor through the hole in the bottom of the basket for several seconds before Dom realizes that something is wrong. He is unsuccessful in cleaning the grounds off the linoleum floor with a dry paper towel. Finally, he focuses sufficiently to wet the towel and does a mediocre job of cleaning up some of the spill. Straining to keep himself from taking another mental journey, he puts the mesh strainer in the basket and does finally succeed in making a pot of coffee. He apparently doesn’t notice spilling almost as much coffee on the counter as makes it into his cup. He burns his tongue by drinking too soon, but his focus has already shifted out of the room and back out onto the Internet. Dom’s packet streams are aimed at the servers of the Jenin Group but they are bouncing off a cyber-security fence that Israeli intelligence has built around the Palestinian territories. Even packets that are being beamed to and from satellites directly into the territories encounter this fence. The purpose of the fence is to disrupt terrorist communication and find yet more damning evidence against Yasser Arafat. Now it is protecting the servers of the Jenin Group from Dom’s probes. He goes downstairs and paces clockwise around the block quickly in the cold predawn air. Then he reverses direction and paces counterclockwise as a dirty light preannounces the dawn. Suddenly, Dom stops, straightens, and runs back to the old lady’s building. He trips on the stoop, trips again twice on the stairs, and a final time on the door jamb. He is back at his computer. Now his packets pretend to come from the set of Internet addresses that belong to hackoff.com. Dom places an agent just inside the hackoff firewall to redirect the appropriate returning packets to him. His probe is now through the Israeli security fence and in the DMZ of the Jenin Group’s Local Area Network. Dom easily carves a hole in local security, giving him access to all of the servers on the LAN. His crawlers locate several copies of
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hackoff source code. Dom pauses to replace each of them with authenticlooking but crucially altered versions of the code. Now he monitors the live packet stream in and out of the Jenin Group LAN. His filters look for the IP addresses of hackoff customers but don’t find any. What he does find is a stream of VoIP packets being exchanged with an address at hackoff.com. Dom picks off a copy of these, runs them through a VoIP decoder, and plays them through his earphones. Looking puzzled, he separates the inbound stream from the outbound stream and plays them separately. # From: Sent: To: Subject: chaim: you and i met at dinner in nyc with larry lazard last november. we had an excellent discussion about the comparative etymology of human and computer languages and why hackers like puns. you also were very informed on encryption and we discussed inventing and patenting an encryption/decryption game. i assume you had no trouble decrypting this email. since you were such an interesting person to talk to, i used some of my own sources to find out more about you. at first i was surprised at how little i could find, you hardly exist on google and are even more invisible to some other tools i use. i have concluded from the information about you that does NOT exist that you are a member of or closely connected with israeli intelligence. i have information which i think but am not sure is of intelligence value and i intend to make that available to you. i also intend to ask you a favor that is important not only to me but to many other people as well. i believe we have many of the same enemies. to assure that i am not wrong about you and that you are actually affiliated with security i am sending my information and my request in a following email which will be more strongly encrypted. in order to decode that easily you will need to provide the MAC address of the server called gulag which is used as a filter by israeli security. [email protected] Saturday, April 5, 2003 chaim roslov security information
6:10 AM
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From: [email protected] Sent: Saturday, April 5, 2003 To: chaim roslov Subject: security information Attachments: ipadresses.xls
6:14 AM
since you are reading this you must be who i think you are. i know that israeli security monitors and sometimes blocks internet traffic going in and out of the territories for security reasons. i think you or your colleagues may be aware that there is traffic between hackoff.com and an organization in jenin which we have outsourced some work to. it may be that you are particularly tolerant of this traffic since you know it represents a legitimate business relationship. i think however you may have been complacent. i had reason to monitor this traffic and found some highly suspicious traffic streams of what superficially appears to be voip between hackoff and the jenin group. however, the hackoff ip addresses are not in service. the packets outbound from jenin appear to be empty and, in fact, fall into the bit bucket when they get here since the addresses do not exist. the packets going into jenin do not originate at hackoff despite having hackoff origination addresses. as i said, these particular addresses are not in use. when i listen to these packets as they are being received in jenin i hear what sounds like arabic although that is not a language i know. i think that this is some sort of communication designed to be undetected and unmonitored by you. the first sheet of the attached spreadsheet contains a list of the ip addresses involved so that you can monitor this communication as you see fit and leave it up or take it down as appropriate. that is your game and not mine. now here is my problem. without explaining all the particulars, i am going to have to take some defensive actions on computers belonging to my customers to render them safe from an attack which i believe to be imminent. it is very possible that the other side will launch its attack as soon as they are able to detect that i am taking defensive measures and these measures will take me at least an hour so there is a window of vulnerabilty. thats where i need your help. i would like you to shut down all communication between the territories and the ip addresses of my customers whom i must protect which are listed on the second sheet of the spreadsheet, i need you to give me a
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you are willing to do this, please respond in zulu time. when you respond to this will appear to bounce. that is a security will still get the mail.
i have one more inducement to offer you for helping me. it is clear from what ive told you that i have been able to penetrate your border ip security. it may be that no one else will ever find the hole i found. i will never use this hole for any illegitimate purpose. i assume, however, that you will still want to plug the hole and i will tell you where it is if you help me do what i need to do. because i know you will make some inquiries i need to tell you honestly what my present situation is. i am a fugitive from the police here in nyc on suspicion that i poisoned your friend larry lazard who you probably know shot himself. i did not kill larry lazard nor would i kill or attempt to kill anyone. i must remain a fugitive until i am able to protect my customers from the attack against them. pls let me know you will open a window for me by shutting a gate on them. thanx. ### Detective Mark Cohen finds Kevin Wong at hackoff on Saturday morning. In Dom’s absence, Kevin is acting as CTO. “Have you heard from Dom?” Kevin asks. “Yes,” says Mark, “I have. I want to help him. I have a question for you.” “Shoot,” says Kevin. “Not literally,” he adds, eying the bulge beneath the shoulder of Mark’s jacket. “I know this place is very secure — from a network point-of-view…” “Right,” says Kevin. “I mean you have to worry about hackers breaking in and everything…” Again Mark pauses. “Right.” “So, what I’m asking is: Do you think there could be any way someone clever, some smart hacker could get in and do the kind of thing from outside that you’re only supposed to be able to do from inside? I mean, that would be bad, right? “Right,” says Kevin, “that would be called a backdoor. That would be bad.” “I think that’s what Dom’s worried about.” “What do you mean? What did Dom say?”
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“This is an ongoing investigation, so I’m not allowed to say much,” says Mark. “But I can tell you that Dom thought you were the person to go to for things like this. That must be why you’re acting CTO, right?” “Right.” “So, if you thought there was a backdoor, could you shut it down?” “If I knew where it was, of course. Did Dom say…” “That’s the problem. We don’t know where the backdoor is. But it looks like there probably is one. So, if you know there is one but you don’t know where it is, then what can you do? I mean, could you change all the locks or something? Does that make sense?” “Sort of,” answers Kevin. “We have a lockdown drill. It means that we have to go to backup for email, but that’s no so bad on a weekend. It means people working at home wouldn’t be able to get in to the network. That’d be a pain, especially on a weekend. If Dom wanted us to do it, we could. Let me think…” Mark lets him think. “Yeah, we could do it. But ... Are you sure? I haven’t seen anything on the traces makes it look like we have a problem.” “That’s the problem,” says Mark. “It’s someone Dom thinks is really good. Wouldn’t leave a trace. I think you should do it. I think you should lock down for the weekend at least. Then hopefully Dom’s back and we know what to do next.” “Right,” says Kevin. ###
From: Sent: To: Subject:
shalom Saturday, April 5, 2003 [email protected] your request
10:14 AM
0500Z 20030406 – 0800Z 20030406 ### “Yes!” says Dom. “YES!” He slams his right fist into his left palm, gets up, and almost dances around the kitchen. “Vhat is it, liebchen?” asks Alte. “I’m glad to see you happy. You deserve it.” “Can’t explain, but I’ve got help,” says Dom. “I’ve got the help I need. Now I can do it.” “Good, liebchen,” says the old lady. But Dom is already hunched over the computer working furiously. “No,” wails Dom. “No! Shit! Can’t be!”
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“Vhat, liebchen, vhat is the matter?” “I can’t get in! I’m locked out! I’m stuck.” “Who locked you out, liebchen? Who would do that?” The old lady’s voice seems to calm Dom. “It must be Kevin,” he says. “It must be. I taught him how to do the lockdown. Now he’s done it. Shit!” “Why would this Kevin do this to you?” “I doubt if he thinks he did it to me. Something must have scared him, made him hit the switch. But I trusted Donna… Not Kevin, too.” Dom looks as if he’s close to crying. “This is a computer thing?” asks the old lady. “This lockdown is a computer thing?” “Yes.” “Then you can fix it,” she says. “You can fix anything wit computers. Even I know that.” “I would have to break it to fix it,” says Dom. “And I made it so it couldn’t it be broken. It was only for use if something happened to me. I made the lock. Kevin just closed it.” “You vill open it. I know.” But Dom can’t. He’s now been without sleep for thirty-two hours, not that unusual for him, but wearing. His head is on the kitchen table in despair. Occasionally he tries a few keystrokes or mouse clicks, only to look away again at the result. “There’s no way,” he says. “I can’t.” “Yes you can, liebchen, you always can.” “But…” says Dom, “this time I beat myself.” The old lady says nothing. Dom puts his head back down. Then suddenly up, staring at nothing. “No,” he says, head back down. “I can’t ... I can’t do what…” “What?” asks Alte. “I can’t get into the building,” says Dom. “I mean the real building, not the network. I can’t; the cops are guarding it. And, even if I did, they must have guards in the building. They must be watching. I couldn’t be in the halls. I couldn’t … I can’t…” His face is white. “You can’t vhat, liebchen?” “I can’t crawl through the pipe. I can’t. It’s too close, too tight, too dark. I can’t.” “You can,” she says decisively. “Ich weiss … I know you can. I saw you. You saved me. I vill help you…” “How can you help me?” asks Dom, miserable. “There vas a story,” says the old lady. “There vas a story from vhen I vas a little girl. There vere two animals — a lion vas one, I know, the other I think vas a mouse. One day the lion didn’t eat the mouse. And the mouse said: ‘Thank you. Thank you for not eating me. One day I vill help you.’ And the lion laughed that the mouse vould help. And he forgot. But one day the lion got a big thorn in his foot. And he couldn’t run around any more like a lion and he
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couldn’t catch anything to eat. And the mouse came and she took the thorn out of the lion’s foot with her sharp little teeth. And she said: ‘See. You shouldn’t laugh vhen someone says she vill help you.’” “How will you help me, Alte?” asks Dom. # It’s just after midnight. The cop at the backdoor of the building in which hackoff.com is located is cold and bored. He’s alert though. Detective Mark Cohen, himself, has told the officer that the suspect likes backdoors. An old lady shuffles past him; there have been several during the night, although not as many as there would’ve been in the days before Giuliani somehow reduced the street people population. A minute later, the old lady screams. The cop turns, but she has gone out of sight into a small alley. There is no question where the screams are coming from. He runs into the alley and has his gun drawn by the time he gets to the still-screaming bundle of rags. “Get him!” she screeches. “He hit me! He knocked me down. He took my purse! Get him! Is everything I have.” “Where? Where is he? Are you alright?” The cop’s flashlights shows no apparent wounds on the old lady who is struggling to her feet, and nothing in the alley but trash and … something moving. A rat. “There,” she says and points to a dark corner. The cop runs there with light and gun ready. Nothing but the scrappling of claws. “No! He’s there! Get him!” Different direction. Same result. The old lady is in tears. “He has taken everything, all. I have nothing, now; nothing.” “Come on, grandma,” says the cop. “I’m gonna call an ambulance. Then we’ll get social services. They’ll take care of you. You’ll be all right. Fucking predators — excuse me, ma’am. It just gets me upset. But we’ll take care of you, okay? Don’t worry. And don’t cry.” He is a kind man. “No,” says the old lady. “Nein! They can’t take me away. Don’t let them. No!” “They’ll HELP you, grandma.” But she won’t be persuaded. She won’t even wait for the backup to come so he can bring her in to file a complaint and try to ID her attacker. “He vas big,” she says. “He has a very vhite face and a very black beard and cold black eyes.” She finally scurries off despite his objections. # Dom takes the grate off the airshaft in the building utility room with the screwdriver of his Leatherman tool. He puts the tool back on his belt. Sweat beads on his temples and his breathing becomes shallow and fast. He leans slowly forward so he can illuminate the shaft with his LED flashlight and pokes
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his head in while keeping his body far back. He pulls his head back suddenly, then forces it back into the shaft. He puts his hands on his thighs as if using them to force his legs toward the shaft. Very slowly he pulls his body into the shaft by the handholds above the opening. The LCD light joins the Leatherman tool on his belt and, after hesitating, he turns it off. The sweat is now dripping from his chin despite the slight chill in the room and the even colder air in the shaft. It takes him a minute to place both his feet on rungs below the opening. He sobs once with fear, then forces himself upright and resets his face from sob to clench. Stooping in the shaft, Dom reaches out and pulls the grate back into the shaft opening. He can just squeeze his forearm out to screw the grate back in. But he drops the tool. Now he has to remove the grate again; lift it; reach down and pick up the tool and resume the job. He is moving steadily but in slow motion. Dom climbs the shaft. Dim light filters through grates from rooms with lights. After two stories of painful but accelerating climbing, Dom reaches the grate into hackoff’s server room. The room is lit faintly and LEDs twinkle on the many machines. Cool air from the shaft is drawn past Dom’s sweaty neck as it whispers into the room. Dom starts to reach out through the grate with the tool, then stops and carefully puts the tool back on his belt. He takes out one of his shoelaces, ties one end around his wrist and the other to the tool, and then reaches outside. He does drop the tool as he tries to work with it but it doesn’t fall out of reach in front of the still screwed-in grate since it is attached to his wrist. Dom grins slightly and succeeds in removing the grate and entering the room. He puts the lace back in his shoe but doesn’t tie it. Now Dom is comfortable again, clearly back in his element. He activates a monitor and pulls a tray with a keyboard out of one of the racks. Seated on a wooden stool, he grunts, snuffles, and talks to himself as he navigates through the hackoff server farm and then establishes contact with several customer sites. Now five monitors are in use: one is attached to a local server, a second is remoted to a customer server Dom is working on, two are monitoring other customer servers, and one is running a utility Dom cobbled together to look for anomalies in the packet streams in and out of hackoff. After a few minutes, Dom commandeers a sixth monitor and hooks into building security so he can watch the elevators coming up to hackoff. Very gingerly and a step at a time, Dom installs his upgrade on a customer server. Nothing on the monitors indicates that the other customers are being attacked. Dom runs a few tests to verify his install at the first customer site. The test gives six greens and one yellow. Dom tinkers a bit more and the yellow turns green. He now runs scripts to upgrade multiple numbers of customers simultaneously. The scripts automate what Dom did manually to the first customer, so he is free to watch. His head swivels from monitor to monitor. Once, he quickly shuts everything down. Then, after a few checks, resumes the process.
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Something catches Dom’s eye on the building security camera. He grimaces and increases the number of simultaneous upgrades. Now he is also watching the door to the server room but it doesn’t open. After ninety minutes, the upgrade process is apparently done. Dom runs another round of tests. He looks at the IP packet log again. Dom goes back to the shaft but only to replace the grate. Atypically, he combs his hair and tucks in his shirt, which has come out of his belt. He tries to brush some black dirt from the shaft off his shirt but only succeeds in smearing it. Then he walks briskly to the server room door and opens it. “Hello, Dom,” says Mark Cohen. The detective is leaning against the wall across from the door and about ten feet down the hall. There is no one else in sight. Mark keeps some of his weight on the wall as if to avoid frightening Dom. “Hello, Mark,” says Dom. “I saw you come in.” “You mean I didn’t activate the backdoor right after all of that?” “No. You did fine. There is a tiny discontinuity, though, when the loop repeats on the camera. I tinkered with it as much as I had time to and figured no one would see it unless they were looking for it and no one would do that except me.” “Figures that you would leave a backdoor in the backdoor.” “You didn’t have to come here to arrest me. I told you I would turn myself in when I finished doing what I had to do.” “And did you accomplish what you needed to accomplish? Are the customers safe?” “Yes. Yes, I did. If you’d interrupted me when you first came in the building, the bots would have had to finish the upgrade by themselves, which would have been fine. But I wouldn’t have known it was fine. So I appreciate your waiting. So why did you wait, though? Why didn’t you arrest me right away?” “I wanted to put you under obligation,” says Mark. “Is there somewhere we can sit down?” “Am I allowed in my office?” “As long as you’re with me.” The two men sit across from each other at the table in Dom’s office. Dom is breathing heavily but slowly. He looks relaxed, although he’s filthy from the shaft he crawled through. Mark is tidier but more tired-looking than Dom; his shoulders are slumped, but he is smiling. “How did you know I’d be here?” asks Dom. “I got Kevin to bolt the cyber backdoor.” “Yeah. Why did he do that? He’s my friend … I thought he was my friend…” “He is your friend,” says Mark. “I let him think you wanted him to do it. That avoided a conflict for him. He was glad to do it.” “He’s a good guy, but he doesn’t play games well,” says Dom. “Still, glad to know I have a friend … one friend.” “You paused. What did you think of?”
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“Nothing,” says Dom. “So, go on… You got Kevin to lock the cyber backdoor, and…” “And that meant you’d come here. I could’ve bet that you’d come in the real backdoor and then take a backdoor into the server room but that was just a guess. I had cops at both sides. When I got the report that the cop on the backdoor had been distracted, I was on my way. By the way, who did that? Who helped you?” “I will never tell you.” “Actually, that could be construed as obstruction of justice.” “Construe it however the fuck you want.” Dom sits upright and defiant. “Let’s change the subject for a minute... Why did you let Larry take the blame for ‘Gotcha’? Why did he want to take the blame?” “I … I don’t know what you mean.” “Of course you do. You did ‘Gotcha’, not Larry. It doesn’t take much to figure that out. ‘Gotcha’ is your MO written in spades. It’s like the hack you told me about at Caltech. It has a backdoor like everything you do. I’ve suspected you did it for some time, and you confirmed it in your email when you said ‘it would be impossible for me to learn anything from the author of Gotcha’ or something like that. You can’t stand anyone thinking that Larry was a good enough hacker to do ‘Gotcha’. You’ve been wanting to tell me the truth about this since we first talked. Why don’t you tell me now?” Mark is extremely calm and has a friendly smile while he says all this. Dom is almost smiling himself and wiggles slightly in his seat as he says, “Yeah, Larry did take credit for ‘Gotcha’. It was the best I’d done up until then, but Larry took credit for it. He could never have done it. And I let him, that’s true — I let him take the credit.” “Why?” asks Mark with the minimum possible intensity and no body movement. “I was afraid. I was afraid that I was going to be arrested and go to jail. I couldn’t stand that. I have … I HAD claustrophobia. I couldn’t go to jail. I couldn’t go where there are no computers. And I couldn’t be locked in. I was too afraid.” “You don’t have claustrophobia now?” “Didn’t I just crawl in through a pipe?” says Dom proudly. “Didn’t I just crawl in through a very dark pipe? I used to have to pretend to be my avatar ultramole just to get into an elevator. Now, I — Dom Montain — I can crawl through a dark pipe if I have to. Don’t like it but I can do it.” “What cured you?” “9/11.” “I want to hear that story someday,” says Mark. “I really do. But tell me, why did Larry want to take the blame ... the credit for ‘Gotcha’?” “He saw the career possibilities. That kind of game he played very well. He figured out that there was going to be huge fear about hacking and that he could take on the character of the foremost authority and have a great consulting business if he took credit for ‘Gotcha’ because it was such a good
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hack and because it was more a warning than an actual attack. He was right. He figured all that out. He wasn’t afraid to go to jail like I was. And he tricked me.” “Tricked you?” “Yeah.” Dom looks miserable again but his breathing is in control. He rubs his bleary eyes and smears more dirt on his face. “Yeah, Larry made me believe that I was about to be caught. That the cops were closing in. He scared me. But it wasn’t true. No one was closing in except Larry. He pinged my computer system — made me think the cops where closing in, so I thought I was going to be caught. Then, when I was so afraid I’d go to jail — my claustrophobia and all — Larry says he knows what’s going on; that the police have told him about their investigation and that they are about to catch me no matter what he does to protect me. And when I’m most scared, he says he’ll take the rap. I was almost grateful to him, I was so scared. He tells me the truth, he appears to be very sincere, how he wants to jump start his security consulting career. And he says, after he gets out of jail, he’ll start a company and I can be CTO and I’ll be King of the Hackers because I’ll be the good guy that protects everyone else from hackers.” “Some story…” “It’s the truth,” says Dom. “It is the truth. I don’t mind telling you that part because you can’t arrest me for ‘Gotcha'. Statute of limitations and all, I checked. And it’s time I get credit for what I did.” “How did you find out that Larry tricked you, that the police really weren’t closing in?” “I don’t want to talk about that.” Mark shrugs. “So, Larry figured out that you were doing ‘Gotcha’ and then tricked you into thinking there was a police attack and then took the blame … or credit… for what you did. I don’t want to piss you off or anything, but it seems he sort of won that game pretty fair by hacker rules. I mean if he went to jail for what you did…” “You don’t get it,” says Dom. “You don’t get it at all…” Silence from Mark. “If Larry out-hacked me, right, that would be fair. But he didn’t; he just violated my confidence.” “What do you mean?” “One night while I was doing ‘Gotcha and Larry didn’t know it, he took me out to dinner; he did that sometimes. We liked each other; he knew what I could do. He got me drunk. He was always trying to buy me a drink but I didn’t drink and I didn’t do drugs. I didn’t want anything fucking up my brain. Some reason, maybe because I was more tired than usual, maybe because ‘Gotcha’ was getting to be such a big thing and I couldn’t tell anybody, I did take a drink. It didn’t do anything so I had another. Pretty soon I was drunk; I was sick. I don’t remember after that. Larry took me home; I woke up in my bed in a pool of puke and my head hurt. I couldn’t program all morning.
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“So, this is the thing,” Dom continues. “I didn’t remember what I said or what I did when I was drunk. And the next day Larry just laughed about it and said no big deal, we’d have to go out again and tie one on. Just laughed at me a little, but it was okay because it was friendly. But it turns out when I was drunk I told him everything about ‘Gotcha’, even how my alarms worked. So it’s not like he outhacked me and figured it all out and spoofed me that the cops were coming. He got me drunk and then he took advantage of what I told him. He didn’t figure out a fucking thing. Then he taunted me about it.” Upset now, he stands. He unbuttons two buttons at the top of his shirt leaving dirt marks where he touches the shirt front. “He fucking taunted me. That’s why I quit.” Now Dom goes over to the window and looks out, as if trying to see past his reflection into the darkness. “When did he taunt you?” “What?” “When did Larry taunt you?” asks Mark. “I told you,” says Dom. “He taunted me on March 31; he taunted me and told me how he’d gotten me drunk and I told him everything. How he’d fooled me into thinking the cops were about to get me but it was only him setting off my alarms. Up ‘til then I’d always been grateful to Larry for saving me from going to jail. I mean, I knew he was an asshole, and I knew he had his own reasons for doing it and all that, but I also thought he’d helped me and stood up for me. I owed him for that. But, no. It wasn’t that. He just got me drunk and took advantage of me and laughed at me because I was running, even though no one was chasing me. He said I was stupid and naïve. So I quit. No way I could stay at hackoff after that.” “You told me before that you quit at staff meeting; other witnesses said the same thing.” “I did. I just ran out of the office when Larry told me all this shit. I had to think about it. I didn’t want to quit because … because it’s my company — I helped make it — and because I gotta protect the customers from Larry’s hack. So I try to control myself. But then he starts laying on me in staff meeting. And now I have this new perspective how he never was my friend, how he tricked me from the beginning, then I lost it and quit — for real.” “Is that why you put poison mushrooms in his mushroom jar?” “I didn’t say I did that. You’re trying to trick me.” “Dom, I have the video. I SAW you put the mushrooms in the jar.” “No you didn’t.” Dom’s back at the table, leaning on the back of the chair he’d been sitting in. He meets Mark’s gaze. “I saw the video. You saw me shake the mushroom jar. Big deal; I was in the office; I was mad; I was impatient and I picked up his fucking mushroom jar and shook it. You’re not gonna go to court with that.” “You did more than shake the jar, Dom. You took a plastic baggie out of your pocket. You juggled the baggie and the jar and you put the baggie back in your pocket. And now, you’ve just given me a pretty good motive. You found out how he tricked you when you thought he was your friend. Then he dissed
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you and he told you you were stupid. Plenty of people have been killed for a lot less than that.” “Larry killed himself, you saw him in the video. We both saw him. I didn’t kill him; I wouldn’t kill anyone.” “Right,” says Mark. “Charge would be attempted murder since the deceased took it on himself to administer the coup de grace. Although, I’ll tell you, a prosecutor might say that he killed himself because he was hallucinating from the mushrooms. Might still go for murder one…” “They weren’t hallucinatory ‘shrooms. It was in the paper; they weren’t hallucinatory.” “So I’m thinking,” says Mark who doesn’t appear to have heard Dom, “I’m thinking it would be a lot better for you if we could figure out why Larry would want to shoot himself. Was it something Ahmed told him? Something Donna told him? Or was it those mushrooms churning his gut?” “I’ve got to think,” says Dom. “I get to think.” He sits down and puts his head in his arms on the table. The muscles twitching in his forearms make it very clear that he is awake. Mark, on the other hand, appears to be asleep as he sits with his head slumped and his eyes closed. ### It is morning in Jenin. A pair of Israeli Cobra helicopters rise above the horizon, so distant that they appear to float soundlessly straight up. They are actually advancing quickly towards the city. At a predetermined distance, each of the helicopters launches two very guided missiles. Despite its smart electronics, one missile has a mechanical malfunction and self-destructs just before hitting the desert sand. The other three missiles slam into three different small buildings in Jenin. Immediately there are secondary explosions and then thick black smoke from two of the buildings indicating that there were explosive materials stored in them. Part of the story is on the BBC within an hour. The announcer is an emaciated woman with hollow eyes and stringy blond hair who looks as if she has not slept in weeks. The video cuts from her to a shouting man running with a bleeding child in his arms as she says: “Witnesses report that missiles from five Israeli gunships struck residential buildings in this refugee camp this morning. Many of the victims reportedly were children. UN observers were quick to condemn this further escalation of violence by the Israelis.” There is no mention of the secondary explosions. ### Mark’s cell phone rings. “I’m going to have to go out in the hall and answer this,” he says to Dom who still has his head down. “I assume you’ll wait for me.”
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Dom doesn’t answer and Mark steps out into the hall and away from the door. After answering the call, he asks the caller to hold while he arranges for a cop lurking around the corner to keep the door in view. Then he resumes the conversation. Dom springs up the minute Mark leaves. He quickly goes to his computer and sends an encrypted email to an address that doesn’t exist at AOL. A bot running inside AOL grabs the email as it bounces, decrypts it, and forwards it. Then the bot erases itself. # From: Sent: To: Subject: lion Sunday, April 6, 2003 mouse we did it
5:14 AM
not to worry, alte, we did what needed to be done. i am safe and look forward to seeing you again. don’t know yet when i can but not to worry. thank you thank you thank you. # Mark comes back into the room. “You have friends in foreign intelligence,” he says. “If I did, I wouldn’t say,” says Dom. “Isn’t that the way the game is played?” “I didn’t ask. That was a statement. It’s probably a good thing for you.” Dom says nothing. “Why are you protecting Donna Langhorne?” Mark asks. “She’s not protecting you. Where do you think we got the video of you putting poison mushrooms in Larry’s mushroom jar? Who do you think has been trying to implicate you in Larry’s murder since this all began?” “I’m under no obligation to her,” says Dom vehemently. “I thought she was my friend; she’s not. But she didn’t murder Larry. We’ve both seen the tape. We’ve both seen Larry shoot himself.” “But we don’t know why. We don’t know why, and somebody’s bound to say it was the mushrooms.” “We may be able to hear Larry’s meetings with Ahmed and Donna.” Dom has clearly just made a decision. “I don’t promise, but we may be able to.” “Would be nice,” says Mark. “How? Do you know what happened to the audio that goes with the video?” “No. I don’t. It seems strange that it has no audio; maybe something broke. But I used to have a bug of my own in Larry’s office. That’s how I got the audio that I pointed you to last night. Then someone took the bug out of Larry’s office; it was in a Lucite thing the underwriters gave us after the IPO. It
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disappeared from his office. But Ahmed brought it back. I guess he probably stole it in the first place, but you could see him give it back in the video. But I don’t know if it was working when he brought it back.” “Interesting,” says Mark. “It’s part of a crime scene, though. We can’t just go take it out of there. Maybe tomorrow…” “Don’t have to touch it. I can download its audio from here. If there’s anything to download, if it’s still working. If it’s okay with you, I mean.” He is exaggerating his politeness. “I can see what’s on it now.” “Go ahead,” says Mark. “Hopefully for you, we hear something more than Larry complaining about the mushrooms in his gut.” Dom mouses for a few seconds. “I can still get its radio to work,” he says. “We have contact. First new recording is from February 28, about when I first noticed it was gone. So maybe we’ll find out where it went. It’s voice-activated, so we’ll only hear when there’s something to listen to.” A grinding and screeching comes from his speakers. “Sounds like it went for a ride on a subway.” The subway sounds continue intermittently for fifteen minutes. “It skips over the quiet parts,” Dom explains, “so we don’t hear anything in the stations.” “Lady, can you spare a buck?” asks a bleary male voice. “Get lost,” says an indistinct woman’s voice. “Sounds like a homeless person has it,” says Dom. “Wonder how he got it?” Now a man and a woman are talking. “Can you back that up?” asks Mark. Dom does and they listen again to the couple. “That’s Donna Langhorne,” says Dom. “She must have taken it for some reason. I think…” “You think what? You think you know why she would take it?” “No... No. I was surprised, that’s all. I don’t recognize the man’s voice.” “Noted,” says Mark, “that you’re holding something back again. You do have an idea why Donna might have taken it. I know who the man is and I’ll tell you just because I hope you’ll start telling me the truth. It’s her husband Francis; I interviewed him briefly on the phone. He’s out of the country.” Dom nods. “Right. I met him a few times. Scumbag lawyer of some kind.” He repositions at the beginning of their conversation. “Okay, Donna and Francis, let’s take it from the top.” # Donna: Francis: (indistinct even after several tries) What are you doing home so early, babe? What’s that thing?
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Francis:
Donna:
It’s a Lucite tombstone from our IPO; Barcourt gave them to us. Isn’t it nice? You won’t believe what the fuck is going on at hackoff. I’d believe anything, babe, try me. I’ve seen that in your office before. Why did you bring it home? Are you going to tell me? You’re carrying it like it’s a bomb. It’s not the one from my office; it’s the one from Larry’s office. It was too dangerous to leave it there. Look, get me a drink, would’ya? Then I’ll tell you the whole story. #
“She must’ve known it was bugged,” murmurs Mark. “I doubt it,” says Dom, stopping the playback, “or she wouldn’t be talking in front of it and it never would’ve come back. I trusted her and I told her a lot but I never told her I bugged Larry’s office.” He clicks the ‘Resume’ button on his screen. # Donna: Okay. Let’s start with this morning. Somehow Dom knows we’re using the Israelis to write the warning thing that’s gonna scare our customers into upgrading to managed service... (alarmed) He’s a (indistinct) ...on. How’d he find out you’re doing it? He could make a lot of trouble. He might turn you in. Kill you. Way you explained it, babe, he’s got this hacker’s honor thing like religion. That’s bad... # Dom shakes his head as if trying to clear it. “I didn’t know she was in on it. God, I WAS dumb. When I found out Larry had hired those guys in Jenin to do what I wouldn’t do, I told her about it. I thought she was on my side. I thought she’d help me stop him. She told me she’d help me stop him. ...Shit.” Mark holds up a finger to hush him and he subsides. # Donna: He doesn’t know I’m in on it. He came to me all upset because somehow he knows Larry’s hired those guys. So I try to calm him down. Tell him I’ll try to figure a way to stop Larry. Of course what’s got Dom really upset is that the Jenin Group’s got his precious source code;
Francis:
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Francis:
Donna: Francis: Donna:
Francis: Donna: Francis: Donna:
Francis: Donna:
it’s like they have his balls or something. I thought I had him calmed down. I convinced him it wasn’t a good idea to start threatening Larry. But then he goes and CALLS the Jenin Group. He gets this wild man Yasir on the phone, belongs to the PLO or al Qaida or something like that. Dom gets this radical on the phone — hates Jews, hates Americans, hates I don’t know what, and here’s this American Jew reaming him out. The guy goes off the deep end and takes off with a copy of the precious source code. Ahmed, he’s the agent for these guys... Yeah. I know. Remember, we talked about that. His uncle’s a client of my firm sometimes, right? I told you that. Yeah, I forgot. Anyway, Ahmed tells Larry about Dom’s call and Larry goes off the deep end. What’s this guy, Yasir, gonna do with this precious source code? I don’t know. No one knows. But we haven’t heard from him yet. What can he do? He’s just one guy. A kid really. So that doesn’t sound too bad. Probably not, except for fucking Larry going postal. Jesus, I need that like a hole in the head Okay, babe, calm down. What did Larry do exactly? Don’t use that fucking condescending lawyer tone with me. What he did, EXACTLY, was go off the deep end is what he fucking did. He decided to call the whole thing off. He panicked. Truth is, he’s been getting cold feet anyway. Thinks because he signed one big contract with iHudson for monitored service he can pull the whole thing off without this. Got an award from some dogooder group in Newark, too — him and Louise go to this fancy black tie dinner. Mayor of Newark tells him he’s a great guy because he helps all the poor kids. All of a sudden he’s a different Larry. I think this is just an excuse; he wanted an excuse to call it off. Maybe he was getting cold feet thinking of you being CEO? I was getting to that. I think it’s that, too. A year ago he promised. First “we gotta fight off the hostile”; then “we gotta let the dust settle”; then “now we gotta do this one more thing, force the customers over to monitored service, get profitable, that’s when you take over, Donna.” Right, and I keep falling for it. Now when I tell him he’s a jerk to get cold feet, you know what he says?
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Francis: Donna:
Go on. He says “I think that tells me you’re not ready to be CEO. You don’t see the big picture. You just want a quick hit.” Shit like that. I don’t fucking believe it. Larry’s lecturing ME on wanting a quick hit. Our boy’s turning into a saint right before our eyes. Which gets to why I had to take this little trinket out of his office. (inaudible) I didn’t tell you about this before because it seemed like just a little boy’s game, the kinda thing Dom likes to do. When Larry and Dom and me did the last thing to stop the hostile... #
“Stop the recording,” says Mark. “You gonna tell me what the ‘last thing’ was, or we just wait until she does. Looks like one way or another I’m gonna find out. Actually, I think I know anyway.” “I don’t think you know,” says Dom. He is miserable again. “I’ll write it down on this piece of paper,” says the detective. He writes something, folds the paper in quarters, and puts it on the table between them. “Go ahead.” “So,” says Dom. “I told the hackers how to get into the antihack sites so that antihack couldn’t do their hostile. I did do that. But I wouldn’t hack my own customers; I wouldn’t hack the people who depended on me to protect them. That’s wrong. I wouldn’t do it.” His voice is stronger on the last sentence and he sits up straight again. “I was almost right,” says Mark pushing the paper toward Dom who doesn’t open it. “It was your MO all over again. I thought you hacked in and left a door open for everyone else. You sure that’s not what you did?” “I was going to. I even had the code written. But, when I looked hard enough at how to get my code in, I saw that those jerks left a hole all of their own in their development system just where I would’ve hacked in a backdoor. So I didn’t need to use my code, just post on the hacker boards what I found.” Mark says: “Once I knew you did ‘Gotcha’ I knew you had to do this one, too. Before, I thought it might’ve been Larry.” “He couldn’t’ve done it. He wasn’t good enough. He knew that. He wanted me to do it because he knew it would work. So did Donna. We were friends again, like the old days. We did it together. We trusted each other and it worked.” “What’s with the Lucite thingamajigs?” asks Mark. “Where do they come in? I still don’t get that part.” “So, maybe we didn’t completely trust each other. We were worried, particularly Donna was worried: What if one of us tries to rat the others out or even make sure the others get all the blame? How do we protect against that?
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She didn’t really believe in hacker’s honor, I guess. So we wrote down everything, that all of us were in on it, the details. Then I got this old hacker — Larry knew him, too, from MacHack. Donna interviewed him like she was gonna hire him or something, but she liked him. He’s sort of a hardware hacker, too, not just software. Anyway, he makes these three ‘cyberkeys’ — electronic keys, I mean — and embeds’em in these Lucites we’ve all got in our offices from the IPO. Idea is that all three of our cyberkeys together can unlock and destroy the record. One can unlock the record but then, if the other two don’t ‘agree’ within seventy-two hours, the record goes public. It gets blasted out all over the Internet, even onto the hackoff chat group. We agreed we’d all keep the cyberkeys where they were, in our offices, so each of us would know the other ones were safe. “That’s why I put the bug in the Lucite,” he continues. “I was sure it would stay in Larry’s office. And I was surprised when it disappeared, but so much shit was going on by then with the Jenin Group and all that I never did figure that out. I knew it was out of range of my receiver; I couldn’t trigger it anymore. Wouldn’t have guessed Donna had it, anyway. And she never told me about Yasir taking off and making threats. She should’ve told me; Larry should’ve told me. I could’ve done the update I just did. I could’ve figured some way to make sure they didn’t know we were doing the upgrade or some way to hold ‘em off from attacking while we were upgrading. I just did that, right?” “You did with a little help from your friends, your Israeli friends I mean,” says Mark. “How do you know about them?” “Never mind. It’s not important now. So you didn’t know that Yasir had the source code and was making threats. Did you know Larry got cold feet? That Larry wanted to call the whole thing off?” “No. I told you; I didn’t have my bug in his office anymore. He wasn’t telling me shit. Donna told me that she hadn’t been able to stop Larry from doing this thing with the Jenin Group ‘yet’, but she would keep trying. And I was working nights on an upgrade so it wouldn’t matter what the Jenin Group did, they wouldn’t be able to get in. I’ve had the upgrade ready for a while but I couldn’t install it.” “Why not? Why couldn’t you just install it like you did tonight? That wasn’t hard, at least for you.” “We have … we had controls. No one person is supposed to be able to do an upgrade. It’s like it takes two combinations to open the safe at the bank. Larry wouldn’t let me do an upgrade. He kept giving me bullshit excuses. And I couldn’t do it without his key, or without hacking around his key. Not without him knowing. Still, I was working on that. But he was in the office all the time at night after the thing blew up at home with Louise because of Larry fucking the banker. Of course, now we know that Larry knew that Yasir would attack all the customers if I started upgrading, so probably that’s why he stopped me from upgrading. And he couldn’t tell me about that because then he’d have to admit to me that he gave the Jenin guys the source code to begin with.”
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“This is very complicated,” says Mark, shaking his head and obviously working to keep his eyes open. “Think we ought to draw it all on the white board or something?” “You’ve been in more complicated games than this. I’ve seen you in ‘em, Columbo.” “Yeah but I get to sleep,” says Mark. “Let’s listen to Francis and Donna some more. See if we can get even more confused.” “I’m not confused,” says Dom as he restarts the audio. # Donna: When Larry and Dom and me did the last thing to stop the hostile Dom gets this hacker to put radio things in these Lucites so that we all keep each other honest. I mean it’s a worry someone gets cold feet or pissed off or something and— I told you I didn’t think that was a good idea. Should’ve let ‘em do the hostile. Then you would’ve been stockholders in their company. Sue the shit out of ‘em. We could’ve done that. Yeah, all you boys want to play the game your way. Well, Dom had a pretty good idea how to play it the hacker way and you gotta give him credit — it worked. And we get these magic decoder rings or whatever they are in the Lucites to keep everyone in line. So why do you have to take Larry’s Lucite? He can’t use it to expose you without exposing himself. Isn’t that the point of the whole thing? Mutually assured destruction or something? Cause, I told you, Larry’s off the deep end. I don’t know where he’s coming from anymore. Maybe he’s such a goody two shoes now that he got his award from the Mayor of Newark that he thinks it’s a good idea if we all turn ourselves in. Maybe he wants to go back to jail. Remember, he confessed the last time and it made a whole career for him. Made him rich, really. I mean I don’t know where he’s coming from and I don’t want to leave the Lucite there. Still, that doesn’t solve the real problem. Larry’s gonna tell the Jenin Group to call the whole thing off. We’re still not going to get the company back on its feet. And he’s gonna renege one more fucking time on making me CEO like he promised. I got too much into this. I mean I’m not just gonna let it go. Maybe you should give— No! Fucking no, I’m not giving up! You think I should give up, you can get your pitiful rat’s ass outta here.
Francis:
Donna:
Francis:
Donna:
Francis: Donna:
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Francis: Donna: Francis: Donna: Francis: Donna: Francis: Donna: Francis: Donna: Francis: Donna:
Francis:
Donna: Francis:
Donna:
You don’t believe in me any more than the rest of them. Go ahead. Get out! Babe, wait. Chill— Get out! Go! What’re you waiting for? (inaudible) What? What do you have? ... an idea ... A real idea or some way to quit? You wanna sue everybody? Maybe even me? Is that your idea? No, babe, no it’s not. Go ‘head. Look, maybe we can get to the Yasir guy through Ahmed’s uncle. He’s the kind of guy we can do business with... Yasir? Are you kidding? He’s a nutcase. Not Yasir, the uncle. We can do business with the uncle. Maybe he can control Yasir. So we control Yasir. Big deal. He probably isn’t going to do anything anyway. And now Larry isn’t going to do anything. Where’s the big idea come in? How’s this help me? I’m still working on it but look ... something like this: Yasir sends a message to Larry he’s got the source code... Larry already knows that. Let me finish, babe. Okay? Let me finish. Yasir says he’s got the source code and he’s gonna use it to hack all the customers unless Larry lets the project the Jenin Group’s doing go on. He wants to save their jobs or something. But, if Larry does everything he says, then once Larry pays — maybe with a little extra because of how Dom insulted him and all — then he gives the source code back. If we can get to Yasir, we make sure he understands that hackoff’ll pay him directly, too, if he does that. That’s not bad. It’s the beginning of something. Larry’s plenty worried about what Yasir might do with the source code. He says the kid’s crazy but he’s not stupid. He’s smart, actually, Larry says. But it’s too weak; much too weak. Larry isn’t gonna give in on that. There’s gotta be a real threat. Like Larry’s gonna get killed if he doesn’t cooperate. And Yasir wants lots of money. And it’s all wrapped up in his Hamas stuff and Palestinian homeland and all that.
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Donna:
Is Larry gonna believe all that? Is he gonna believe a crazy kid in Palestine is a threat to him here in New York? Maybe. Maybe this Lucite helps us if we play it right. I’m gonna put it in the safe. You think you can really get to Ahmed’s uncle? Get him to get to Yasir? I’ll be right back; you think about it. #
“So now I’m confused,” says Dom. “Well, there’s something I didn’t tell you that might help,” says Mark. “Maybe makes sense with this piece. One of the things I learned from my source was that Yasir DID tell Larry he’d kill him and he’d kill you if Larry got in the way. Larry took him seriously because Yasir gave Larry some evidence that he was able to steal something from Larry’s office, which is supposed to be ultra secure. So that means Larry thinks that Yasir has some way of getting to him here. Maybe Yasir’s still over there; maybe he’s not. But he’s got like a presence that can reach into Larry’s office.” “You mean Donna gave Yasir a picture of the Lucite or something?” asks Dom, half to himself. “You think?” says Mark, also half to himself. “So, was Yasir really threatening Larry or was that just a fake Donna and Francis had him do? Jesus. Turn the audio back on, ultramole, I can’t wait to hear what it hears when it comes outta the safe. Time for the next thrilling episode.” Donna and Francis’ voices are very angry when the Lucite hears them next. Dom and Mark recoil from the intensity and Dom turns the volume down at first to deal with Donna’s shouting, then up to hear Francis murmured but equally intense replies. The display on Dom’s screen indicates that they are listening to the evening of March 30, 2003. # Francis: Donna: I TOLD you this was a bad idea. I TOLD you this was trouble. I TOLD you not to do it. I TOLD you. It was your fucking idea, you asshole. Now you want to worm out, make it all my fault. I don’t know who the fuck’s worse, you or Larry. At least he can take responsibility. Right. If you call having someone killed taking responsibility. Jesus. Look, babe, this is serious. TELL me what he said. Fuck you; you don’t want any responsibility so fuck you.
Francis:
Donna:
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TELL ME WHAT HE SAID. Maybe, babe, just maybe, I can help you get out of what you got yourself into. Donna: We’re in this together, asshole. I have a way to get us out. If you have a better one, fine. But you’re in this up to your eyeballs. Francis: I think you’d have a hard time making that case. But... Forget that. I’ll try to help. WHAT DID LARRY SAY? Donna: I told you: He said he had Yasir shot. Francis: By whom? Donna: He didn’t say. Something to do with the Italian Mafia in Jersey is connected to the Russian Mafia in Brooklyn is connected to more Russians in Israel is connected to someone else and they got the job done. Larry is proud of this. He says he has “gunnections”. Francis: What’s that mean? Donna: It’s from The Great Gatsby, not a law book; you wouldn’t know. Anyway, Larry says having Yasir killed wasn’t just for him; it was for the good of peace, for the good of the Palestinians, for the good of the Jenin Group. This is all part of the new do-good Larry. So what’s all this matter? You have a better idea or not? Francis: What else did Larry say? Donna: He said — I already told you this — he said that obviously Yasir had “gunnections” too, because he was able to steal the Lucite. So Larry is going to track these connections down, make sure they’re not a threat to Louise or him or hackoff. “Take care of them”. So we don’t have a hell of a lot of choice, hubby. First we get rid of this fucking Lucite, make sure we don’t get found with it. Then... Franklin: You’re not thinking straight, babe. Donna: Cut out that ‘babe’, shit, will you? You’re half a fag and you’re as bad as all the other men. Even Larry. He doesn’t like the way I’m thinking, he looks at my tits. Tells me I’m not thinking straight. He’s not thinking straight; he’s thinking about my tits so he tells me I’M not thinking straight. I’ve fucking had it. I’ve had it with you. I’ve had it with Larry. It’s fucking time for me to be CEO of hackoff. And that’s a lot better than Larry “taking care of” us. It’s time for no more shit— Francis: Donna, stop. You’re a very bright woman. It IS time for you to be CEO. Also — no small matter — it would be much better if Larry didn’t have his friends kill us, too. I do have a plan. You’ve told me enough so now I have a plan.
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Francis:
Donna: Francis:
Donna: Francis: Donna: Francis:
Donna:
Francis:
Donna:
So do I. I told you that. Tell me your plan; if it’s better, we’ll do it. Otherwise get the fuck outta my way. I got a lot to do. Okay. This is it. We give the Lucite to Ahmed’s uncle to give to Ahmed with a story — like when he told the story about how Yasir’s gone crazy and all that. Ahmed believes him... What’s the story? The story is that Yasir’s connections in the US want to stop. There’s been enough violence. Yasir exceeded his instructions. They regret it, but they understand why he had to be dealt with and THEY KNOW LARRY HAD IT DONE. But they understand; they don’t want to escalate; they don’t want to be a threat. So they’re sending the Lucite back as a sign of good faith. But they need a sign from Larry, too, or they can’t stand down because, if they think Larry is trying to kill them, they have to kill him first. So what they’re asking is that Larry resign as CEO of hackoff. That’s all. No big deal. But that’s his sign that he acknowledges some responsibility and that he is not tracking them down. But, before he leaves, got to be a new contract for the Jenin Group. Nothing dirty. Just honest work for honest money so the dream can go ahead. Otherwise, unfortunately... It isn’t bad. It really isn’t. Maybe it’ll work. Can you get Ahmed’s uncle to do it? He’s in it up to his ass. He’ll do what he has to do. You think Ahmed’ll buy it? You know he believes everything his uncle says. He’ll buy it. He’ll trot down, see Larry, tell it the way it is — the way he THINKS it is. He’ll believe because it’s his uncle and he’ll believe because he wants to believe. And because he wants to get this Jenin Group thing out from the cloud and working again. It’s his cause. Yeah. He’s as bad as Larry. But the big question is: Is Larry gonna go for it? I don’t know. The old Larry probably would say, “Fuck no, no way. I hunt them down, too. I don’t give up. They’re showing weakness; it’s time for the kill.” But maybe the new do-good Larry... You’re thinking real good now, b- Donna. Coupla loose ends you pointed up. One: he might really think he’s safer if he kills them so the story’s gotta make the point that, even if he does kill them, there’s more and more and more if there’s a feud. He’s never safe; Louise is never safe. We gotta go easy on the threats. I know our boy.
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Donna:
Francis:
Donna:
Francis:
Donna: Francis:
Donna:
Okay. There’s got to be some honey, too. After Larry resigns, goes on to being full time philanthropist or whatever, then they’re going to have an award dinner for him. In New York. In Israel. Even Jenin if he wants. Big dinner about how he’s done great things for people and for Middle East peace and human brotherhood. You said he likes all that crap now. He can wear his tux like he did to Newark. He can take Louise. Too bad Windows on the World is gone, could’ve had the ceremony there. But, anyway, he doesn’t want to kill them or there won’t be any ceremony. Okay. Enough. We’ll try it. Get this fucking Lucite to Ahmed’s uncle, tell him his story. This doesn’t work, there’s still my plan... NO! That’s not a good plan, Donna. This’ll work but forget about the other one. I’m not gonna be part of that. You just make sure this one works and you won’t have to worry your lawyer’s ass. Everything’ll be nice and pretty and you can be my date at the hackoff prom, husband of THE CEO. We’ll live happily ever after despite your nasty habits. But there’s still Plan B. Donna, I’ve got to be clear. I think this’ll work; I hope that it’ll work. But, if it doesn’t, I’m not any part of Plan B. I’m supposed to be out of town tomorrow anyway. I’m going to be gone a while, I think. I’ll talk to Ahmed’s uncle first; I want to help you. Then I’m gone. But my advice to you, forget Plan B. That happens and I’m not coming back. You’re a coward! Larry’s more of a man than you are, than you’ll ever be. Right, Donna, right. But Larry’s your problem and you better hope he acts with some sense and does the “right thing”. I AM gonna do the right thing. I’m outta here tomorrow. (inaudible) you. #
After sounds that may be a dish breaking and a chair falling, the display on Dom’s computer indicates that the Lucite shut down after a period of silence. Dom and Mark look across the table at each other. “I don’t fucking believe it,” says Mark. “Neither do I. I should’ve known, but I never figured out all the games she was playing. Larry’s working nights. She tells me he’s doing that as part of the hack and to keep an eye on me. I believe that because he won’t let me do
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an update which is, I figure, because he doesn’t want me to stop the hack with the update even though I haven’t told him I even KNOW there’s a hack because Donna talked me out of it. But he’s working to figure a way to stop Yasir’s attack — which is much worse than what I think Larry is up to — and he’s only stopping me because he doesn’t want me to trigger Yasir’s attack by doing an update of the customers. Of course, he’s too much of an asshole to tell me the truth, to admit how he gave the source code to the Palestinians and got us in all this trouble to begin with. And even though he KNOWS I did ‘Gotcha’ he doesn’t really like to admit I’m a better hacker than him. If he told me, if he’d only told me…” “But then,” says Mark, “it’s not even clear that there was a ‘Yasir hack’ at all, or it’s just something that Donna and Francis invented to keep Larry from canceling the Jenin Group’s project to scare the hackoff customers. As my grandmother used to say: ‘Oy!’” Mark rubs his eyes. “I don’t know how you do it. I’m falling asleep even in the middle of this soap opera and we haven’t even come to the end yet. Aren’t you tired? Don’t you want to sleep?” “What I need to do is eat,” says Dom. “When I’m tired, I eat. Energy! Keeps me going.” “Yeah,” says Mark. “Yeah. I guess I do the same. Okay. We gotta send someone out for some food. Like popcorn at the movies.” He laughs. “There are people in the NOC — Network Operations Center. If nothing bad is going on...” He glances at his screen. “Nothing bad is going on so someone could go out.” “I’ll send a cop,” says Mark. “We don’t want our food getting mugged this time of night. Even if Giuliani did make the streets safe.” Again he laughs out loud at his joke. “We’ll send out to Krispy Kreme, get some real gooey energy….” “Doesn’t work for me.” “Look, you want Starbucks, cop’ll stop at Starbucks, too. Don’t blame you for not wanting to drink that Krispy Kreme coffee…” “Coffee’s not the answer. Doesn’t do enough. What I need’s Jolt and a pizza with pepperoni and extra cheese. That’s what keeps me going.” “No mushrooms on that?” asks Mark. He starts to laugh again, then doesn’t. Dom’s face slams shut. “Look,” says Mark. “Meant to be a joke. Bad timing. Answer one question for me, then you get your pizza and Jolt, I get my donuts and coffee.” Dom is impassive. “Why would you poison the deceased?” “I didn’t say I poisoned Larry,” says Dom. “You can’t poison a ‘deceased’, anyway. You ought to stop saying that. It’s stupid. You gotta be alive to get poisoned.” “You’re not listening as well as you usually do,” says Mark. “Probably need that pizza bad. What I said was ‘why WOULD you poison the deceas…’ Okay: Larry. This is a hypothetical question. Let me spell it out. The video
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shows you handled the mushroom jar and a mysterious baggie, which could be interpreted to suggest that you poisoned Larry. So suppose that you know the jury knows you did it. They might convict you of attempted murder. Now you gotta give ‘em some explanation why you didn’t mean to kill him — you told me you don’t kill, and I believe you, but why should they believe you? Your prints are on the mushrooms and all. Why did you give him poison mushrooms if you didn’t mean to kill him — hypothetically, of course? Why WOULD you give him poison mushrooms except to kill him?” Dom’s eyes twitch from side to side as if the alternatives facing him were pinned to spatial coordinates. Finally, he decides: “Okay, hypothetically, I have a problem. I’m trying to save all the customers by doing an upgrade. Larry’s here every night stopping me from doing an upgrade. Originally, it’s because he wants to hack the customers. Later, because he wants to stop them from getting hurt, but I don’t know that. I have to protect them. They trust me to protect them. They’re MY customers. They bought hackoff protection because they believed I could protect them. So I gotta do it. Like you gotta arrest evildoers. Now Larry got me to quit so I have no time to waste, gotta do the upgrade. It’s my role. I HAVE TO PROTECT THEM.” And he stops. “Go on,” says Mark after a pause. “So … I mean hypothetically, of course … I need Larry to be out of the office for a while. He’s tough. Something really has to knock him on his ass to get him outta there. One way, though, is if he’s sick, really sick, and knows he has to get treatment right away or he’ll die. I wouldn’t mess around with an infectious disease, no telling who gets hurt. But I remember what he told me about these mushrooms, back when we were still talking. How it’s really hard to tell the good ones from the poison ones. Louise says that’s why he hunts them, the thrill of it. Playing it close to the line. “If you look on the Internet, it says if you eat these Death Caps and don’t get treatment right away your liver dies and you die. Obviously, Larry knows that, too, and he knows what the initial symptoms are. So, if he ate some, he wouldn’t die, he’d get treated. He’d be really pissed off that he screwed up and picked the wrong mushrooms, but he wouldn’t let that kill him. He’d go to the hospital and get treated. This is all hypothetical, though.” “Yeah, I get it,” says Mark. “It’s not a bad story. If you ever had to tell a story, I’d go with that. It sounds true…” “It’s hypothetical,” repeats Dom. “Can’t be either true or false if it’s hypothetical. That’s basic logic.” “Right. You’re still not listening good, though. I didn’t say it WAS true, I said it SOUNDS true. Much more important, really. I mean the jury — if this ever were at a jury — they know Larry dissed you really bad and you quit. Hard to believe that wouldn’t have anything to do with feeding him poison mushrooms — with making him think he poisoned himself. It’s sort of a hack, in a sense, getting a guy to eat poison mushrooms he’ll think he picked himself. Jury might think it’s too much of a coincidence that he gets this treatment the night of the day he insulted you into quitting. Could be revenge.”
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Dom shakes his head, not meeting Mark’s eyes. “Not revenge. Not that he didn’t deserve that. Not that it wouldn’t be good for him to think he poisoned himself. But not a coincidence, either. Once he got me to quit and once I found out that he’d made up the whole thing about the cops closing in on me for ‘Gotcha’, then I knew … would’ve known ... I had to work fast before I lost all access and get the users protected. So you could say there was reason why I’d act that same day. Good reason: for the users, not revenge and not a coincidence.” “Okay,” says Mark. “This is helpful…” “You said it was all hypothetical. I didn’t tell you anything. I….” “It’s okay, Dom,” says Mark kindly. “I didn’t trick you. It’s helpful to you, trust me. Maybe I did trick you a little to tell the truth. But it’s for your own good, really.” “That’s hard to swallow,” says Dom, shoulders slumped. “Like mush…” Mark starts and then stops. “Look, I’m sorry. Another bad joke. I’m tired. I’m gonna go tell the cop what to get. Small, medium or large with pepperoni? Diet or regular Jolt?” “Large,” says Dom. “I’ve been up a long time. And there’s no such thing as diet Jolt. ...Thanks.” Mark is out of the room a long time. It takes him just a few minutes to give the takeout orders to the cop but he spends a lot of time on his cell phone with an assistant DA. The assistant DA has more details on a call that came to the DA herself from the mayor’s office, relating a discussion His Honor the Mayor had with someone in Israeli intelligence who is using this informal channel to request both lenient treatment for Dom Montain and further access to him, since he is apparently aware of some holes in Israeli cyber-security. He also may have further intelligence regarding planned terrorist activities. And, although the DA herself doesn’t give a rat’s ass about Israeli security, that not being her problem, she does desire to be cooperative with the mayor who can be her problem as well as a help or a hindrance to her career. So it would be useful to work something out as far as this particular suspect is concerned. However, the assistant DA is quick to add, one cannot bring a plea bargain into municipal court in New York City on the grounds that said plea bargain is in the best interests of some foreign country, even if that country happens to be Israel, which isn’t all that foreign. There does have to be an element in that bargain that is of direct benefit to municipal justice, safe streets, and the good voters of this great city. One does have some prosecutorial discretion, of course, and could possibly use that discretion to determine which charges are actually bought. Mark says some unkind things about the DA, the mayor, and other politicians that go bump in the night. He then explores some options with the assistant DA, who tells him which of these options may or may not work and promises that she will remember none of this discussion come the next day. Left to himself, Dom reviews the video of this entry into Larry’s office, his pacing, his time in front of the mushroom jar with his back to the camera, the
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baggie in his pocket, and the jar in his hand clearly being shaken. He watches this twice; each time he backs up a little further into Donna’s exit from Larry’s office, which precedes Dom’s entrance. Then he freezes the camera on Donna, turning from the side table to the door. He stands and hits the side of his head with his palm. He starts to back up even further but hears Mark reentering and toggles back to the window controlling the audio tap in the Lucite which had been on his screen when the detective left. “Sorry to take so long,” says Mark. “Stuff should be here pretty soon. It’s amazing how fast you can make a pickup in New York when you don’t have to worry about where you park.” “Thanks,” says Dom. “Ready to listen to the next installment or are you too hungry?” “Roll it,” says Mark. “I can’t wait.” They hear a few words between Francis Langhorne and an unidentified voice. Then the same unidentified voice, which has a Middle Eastern accent and a tone of authority gives someone, presumably a cabbie, an address that Mark remembers as belonging to Ahmed’s apartment. The Lucite hears the car door close, a sound of walking up steps, a muffled door bell ring, and then a greeting in a language neither Dom nor Mark understands. Despite the language, Dom and Mark agree that the new voice is Ahmed. They surmise that the other voice is Ahmed’s uncle delivering the Lucite as planned by Francis and Donna. The uncle, if that’s who he is, does most of the talking. Familiar names frequently emerge from the unfamiliar language: “Larry Lazard”, most often; “hackoff.com”, somewhat less frequently; “Rachel Roth”, a couple of times. They are not sure whether they hear Yasir’s name since they are not sure how it would be pronounced in Arabic or whatever the men are speaking. The voices are apparently arguing. Ahmed sounds as if he is protesting. The uncle sounds as if he is reassuring, then commanding. Ahmed’s voice subsides. The uncle delivers several short soliloquies; Ahmed gives what sounds like a half-hearted assent. Dom and Mark agree that they may be construing more than the voices convey. There is clearly a leave-taking. The door closes; muffled footsteps quickly recede out of audible range. There is now a sound of possible pacing. Ahmed is talking to Larry Lazard, apparently on the phone. He makes an appointment for that evening to discuss “new developments”. Other than doors closing, there is silence until the Lucite records Ahmed instructing a cabbie to take him to hackoff’s address. After elevator sounds, the Lucite records Larry and Ahmed greeting each other as yet another door closes. Larry sounds happy, almost ebullient. Ahmed sounds very tired and dispirited. # Ahmed: There have been new developments.
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Larry: I know, I know. I was wondering how long it would take for the good news to get to you through your “sources”. Ahmed: We wanted to be sure. We heard that Yasir had died, although at first we did not know why. We did not know if he acted alone or not. If not, other threats will materialize. So I waited to talk to you until I learned more. Larry: And? Ahmed: Among other things I learned that you, Larry Lazard, were instrumental in these events. Larry: Well, what would you do? I mean he was threatening me. Threatening Louise. Threatening hackoff. You wouldn’t just sit there, would you? You didn’t think I was going to keep hiding forever, pretending to have an affair with Rachel. It was time for me to act and I did. Surprised it took me so long, to tell the truth; I must be getting soft. Ahmed: My friend, I am not being critical. I understand that you were threatened. I have no sympathy for Yasir and the people he worked with. They have been a threat to the Jenin Cooperative as well as to you. But it would be better if you were not involved. It would be better if you were not KNOWN to have been involved. Larry: Who knows I’m involved? The people I worked with to do this are very discreet. I have told no one. For that matter, how do YOU know? Ahmed: I was told by sources I cannot reveal to you, the same sources who were contacted before to act as intermediaries. Those who contacted them told these sources that they know of your involvement. And that is how I know. I was hoping you would tell me that this is not true... Larry: The fucking guy was threatening me. Ahmed: Please, my friend, I am not being critical. I am afraid for you. These cycles do not end with a single death. They go and on and on. Sometimes no one remembers the original offense but the killing continues. I do not wish that you be part of this. Larry: What are you telling me? What did your “sources” say? Who’s threatening me now? By the way, how do we know that these sources really are in a position to do anything other than make threats? Maybe they just learned something and are trying to use it. Ahmed: They anticipated that you might question their authenticity. They have sent what they call “a proof”.
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Larry: That’s my Lucite! The one Yasir used to... They’re getting a lot of mileage out of stealing this and sending it back. What the fuck do they want? Ahmed: My source says that there IS a chance to end the cycle. Larry: Okay. What? Am I supposed to offer my first-born? You don’t sound very excited about this chance to “end the cycle”. Ahmed: I will tell you what I was told. Then, if you allow me, I will tell you what I think. Larry: Shoot. Ahmed: I was told that the allies of Yasir were not happy with him either. They did not wish him to take such an extreme position. They did not realize all of his affiliations. He exceeded what they had authorized. In fact, they said, had you been more patient, what you had done may have been done anyway. Larry: Great. They should give me a medal. I solved their problem. Ahmed: In a sense they have proposed that, I am told. But they have a problem. They have two problems. One: they would not wish to have you hunt for them as you are presumably doing. They cannot end the cycle if you are going to have them killed as well. They are sure you are doing that... Larry: Fucking right, I am. Of course I am. I will hunt down every son-of-a-bitch who was part of this and make sure they aren’t out hunting for me. That’s exactly what I’m doing. Ahmed: But you cannot— Larry: Why the fuck not? I do have to do that. Ahmed: With everyone you kill, there is a wider circle of those who must take revenge. You have a Western story like that. Something about cutting the heads off a snake with too many heads and it grows more. Larry: It’s not Western, it’s Greek, and don’t tell me fucking fables. What am I supposed to do? Wait for some buddy of Yasir’s to knock me off? Not gonna happen. What were you saying about the medal? Am I supposed to shoot myself to end the cycle? That’s not gonna happen, either. Wait! Hold the thought. Gotta take a quick crap. Something I ate. Be right back. (The door closes twice before conversation resumes.) Larry: Go ahead; that feels a little better. Ahmed: My sources say that the people who speak to them are ready to offer you a deal. It is this: they will propose that you be honored for the work you’ve done in
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Larry: Ahmed: Larry: Ahmed: Larry: Ahmed:
Larry:
Ahmed: Larry: Ahmed:
Larry: Ahmed:
Larry: Ahmed: Larry:
outsourcing to the Jenin Cooperative. They will not try to kill you. But they need two things in return. My balls? They need you to give a renewed contract to the Jenin Cooperative... I would’ve done that anyway, but I won’t be blackmailed. You know that. And they need you to resign as CEO of hackoff. What? Why? What the fuck does that have to do with anything? I am not clear on that either. They have told my sources that this is a gesture of good will and responsibility on your part. They need some sort of assurance that you will not continue to hunt for them. They may believe that, without the resources of hackoff, you will not be able to find them. I do not understand this. Then why the fuck are you suggesting I do it? I’m beginning to think that you are much too close to these “sources”. Please, my friend, please do not insult me. What are you trying to get me to do? I am not sure. My source has always been very reliable. If I believed all this were true, I would advise you to make the deal and accept the medal... And give more business to your fucking co-op, that’s what you want. This is a goddamn shakedown. But I do NOT believe it. I do not believe the cycle ends like this. I would not advise you to take this offer. I am not asking for more business for the Jenin Group. You’re switching sides faster than a fucking weather vane in a windstorm. Get out! Get out of my office! Mr. Larry Lazard... Which part of “get the fuck out” don’t you understand? #
The door closes. Larry burps loudly and sits down heavily. Then silence shuts the listening Lucite down. It wakens briefly as Larry apparently moves around the room. The door shuts twice but there is no sound of voices. Now there is a knock on Dom’s door which startles both Dom and the detective. The cop brings in the pizza, the Jolt, the donuts, and a Starbucks, then leaves.
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Dom’s face is quickly smeared with tomato sauce; Mark’s with cream from his confection. “That’s better,” says Mark pushing back and burping. “Shoulda got popcorn, though, for the rest of the show. I shoulda brought the video and we could watch and listen.” “Actually,” says Dom, “I can retrieve the video from log file. Should we go back to the beginning?” “No, definitely not. This epic is long enough as it is without replay. Good if you could get the video for the deceased’s final scene though.” Dom and Mark scoot their wheeled chairs away from the table and hunch in front of Dom’s computer so they can watch the small video window on Dom’s large monitor. Dom fiddles for a while but can’t get perfect sync. The audio is running a few hundred milliseconds ahead of the video but they decide just to go ahead without further tuning. “Best for you,” says Mark, “if the about-to-be deceased doesn’t complain too much about his stomach or say he’s so sick he wants to die or something like that.” “We already saw the video,” says Dom. “Didn’t look that way.” “I hope it doesn’t sound that way. I really do. Be nice to have some other reason why our boy who is so tough in the last scene with Ahmed suddenly decides to blow his brains out.” “We’ll see,” says Dom, sounding calm. Onscreen, Larry is seated at his desk, looking dyspeptic. He looks up at a knock on his door. “Come,” he says, slightly out of synch. Donna enters and sits on the couch away from the desk. Larry slowly gets up, pivots around the desk leaning on one hand, and sits across the corner of the coffee table from her. “You hear anything from Dom?” Donna asks. “He sent me an email,” says Larry. “What you’d expect. Told me I’m an asshole. That I don’t know what we owe him. The company is nothing without him … blah, blah, blah. But he’s right, too. He has done a lot. He’s a pain in the ass, but he’s right. I feel bad about insulting him into quitting. Wish I didn’t have to do that.” “You had no choice, Lar,” says Donna. “He was closing in on figuring out that you’d hired the Palestinians to hack the customers; he already told me he’s suspicious. You know he’s gonna go off the deep end if he finds that out. That’s all we need now.” Dom pauses the video and sound. His mouth opens, closes. “That bitch! I don’t believe it. I already told her weeks ago I knew Larry was doing that. She tells me to keep it to myself while she works on Larry. So now she tells Larry I’m ‘suspicious’? She wants him to get rid of me?” “Why?” asks Mark. “Why does she all of a sudden want Larry to get rid of you?” Dom thinks for a moment, then says: “Only thing I can think is she doesn’t want me to get the update done so that the Jenin Group can’t do the
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hack she wants ‘em to do to scare the customers. That explains something else, too.” “Yeah?” “She stopped me from doing the upgrade right away after she took over. What she said then made some sense; the attack wouldn’t happen until Larry gave the okay and obviously that wasn’t going to happen. She’d make sure to call it off. I believed her ... but I didn’t believe her. I was going to go ahead and do the upgrade anyway; she’d never know.” “Why didn’t you believe her?” “Maybe because now she was in the role of CEO. Sounded like a CEO. Sounded like Larry when he wanted to hack the customers. But now we know she always wanted to do that. Of course, she wanted to be CEO too; I guess that figures. It’s the role.” “Look, if she wanted Larry to get rid of you, got him to do that, why did she make sure you came back, even give you a promotion?” “That’s easy. She needed some ex-hacker in the company. Larry was gone. Besides she thought I wouldn’t do the upgrade if I believed there wouldn’t be an attack. But that doesn’t quite hold together either. What would she have done after the attack happened? I would’ve known she lied to me. I would’ve gone ballistic. She knows that.” Mark says: “That part I can understand. You think everyone plays chess, thinks ten moves ahead. They don’t. She would’ve figured she could calm you down; didn’t have to know how. Something like blame it on Ahmed and how right you were and how glad she is to have you and shoulda listened to you and can’t you please make sure this never happens again and that bullshit. Let’s see the rest.” “Still didn’t feel right,” says Larry. “I had to tell him something I never told him before; really had to diss him to get him mad enough to quit. Even then, he didn’t quit until I insulted him some more in staff meeting.” Donna says: “It’s for his own good, too. You know he’s gonna be a target for anybody trying to get revenge. They already hate him. And he can’t protect himself if he doesn’t know what’s happening. And you don’t want to tell him. You can’t tell him. So what’re you gonna do?” “I know. But it still sucks.” “Life does that sometimes,” says Donna. “Think it was you that told me that. How’d your ‘meeting’ go?” “Not good. Not good at all. I’m not at all sure I trust Ahmed anymore. He had some bullshit story about how Yasir’s friends suddenly want to make peace, give me a medal for what I’ve done for Palestinians or something. All I have to do is call off the hunt … oh yeah, and resign as CEO…” “Which you’re planning to do, anyway, right? I mean that’s sleeves outta your vest.” “Don’t push me on that, Donna, I told you I’d get outta your way, make you CEO. But don’t push it…” Larry stops and looks either puzzled or sick for a minute.
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“Right,” says Donna quickly, “so what’d you say to Ahmed about this generous offer of peace?” “So I called him on it, told him it’s bullshit.” Larry seems distracted. “What did he say?” “Then he switches sides, tells me he thinks it’s bullshit too. That’s too much for me, so I throw him out. I don’t know really, would’ve figure him as a friend. Think he’s a friend. But with this bullshit I don’t know and I really can’t take a chance that he helps someone get access to me. I’m not sure who my friends are anymore.” “You sure you shouldn’t do this?” asks Donna. “I mean put aside the CEO part, that can’t be that important. You know … maybe there can be peace. Get all this over with. You sure you don’t want to give it a try?” Larry looks very hard at Donna. “Yes,” he says deliberately. “Yes, I’m very sure. And that’s not good for you being CEO earlier than we planned. I don’t want anything to confuse them about whether I’m giving up or not; any sign of weakness and they’ll be all over me. That’s the way it is.” “I … I understand, Larry. Like I said, forget the CEO thing. What’s important is to get everybody safely outta this. Also, maybe it’s good you get a medal. You really did do good for them. Like you did for the kids in Newark. That’s what I’m asking. You sure you just wanna tell them ‘no’? I mean you don’t even know who ‘they’ are.” “I’m going to find out who THEY are,” says Larry separating every word from the one before it. “I am going to find out. I got lots of logs, security logs, email logs VoIP logs. They have to have someone inside helping them and I will find out who that is.” “And then?” “Like I told you this morning, nothing’s changed because of this bullshit I heard from Ahmed. Nothing. I find out who they are. I make sure they can’t do any harm. Whatever that takes. Just like Yasir.” “Larry, you’re right,” says Donna. She squares her shoulders, faces him, smiles at him. “What’s going on?” “What do you mean?” “First, Ahmed tells me some bullshit story. I tell him it’s bullshit. Then he changes the story. Tells me not to believe it. Then you come in here. You try to talk me into doing this bullshit Ahmed already admitted is bullshit. I tell you it isn’t gonna happen. All of a sudden you’re going ‘Larry, you’re right’. I’m not sure who’s bullshitting who.” Larry’s face contorts and he rubs his stomach. “I was testing you, Lar,” Donna says. She smiles again. “You passed.” “What the fuck are you talking about — testing me?” “You haven’t been yourself lately, my old friend,” she says. She rests her hand on his knee across the corner of the table. “You’ve been ... out of character.” “What the fuck’s that mean?” he asks, but he smiles back at her, almost as if in reflex, and turns to face her more squarely.
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“All that stuff about the medal you got in Newark, I was afraid that turned your head. All of a sudden, you don’t wanna go ahead with our plan to give the customers a little warning, get them to switch to monitored service.” “Yeah, so…” “I thought you were getting soft,” she says. “I don’t like soft.” She puts her hand on the inside of his knee this time. “You know that.” He leans forward, perhaps to reach for her hand but then grimaces and rubs his stomach again. “I mean, I’m glad to hear you being the old Larry,” she continues. “The old, hard Larry.” “Well, I’m glad you’re glad,” he says. “But are you sure?” “Am I sure what?” “Are you sure you’re not gonna go all soft on me? I mean I’m your friend; we’re in this together. I’ll stick with you; help you fight these guys, whoever, track’em down. But I gotta know you’re not gonna go soft at the last minute. That would be … I mean more than disappointing, that would be dangerous.” “Yeah,” says Larry. “Soft is dangerous.” “That sounds like the old Larry, but I don’t know.” Donna takes the gun from the coffee table; holds it to her head. “I bet my life,” she says, her eyes on Larry’s face. She starts to put the gun down. Larry takes the gun from her hand before it can reach the table. “Yeah,” he says “I’m sure. I bet—” Donna flinches as the sound of the shot reverberates. The left side of Larry’s head explodes. “Run that again,” says Mark. “What? I’m gonna be sick,” Dom says. “Run it again. Just from when he takes the gun from her. She flinched too soon.” Dom runs it again. “No she didn’t. She flinched at the sound.” “You’re not being observant,” says Mark. “The audio’s ahead of the video…” “Right,” says Dom. “I missed it. But I already knew.” “Knew what?” “Knew what you suspect.” “What do you mean?” asks Mark. “How can you know? Do you have proof?” “I have something,” says Dom. “I think we make a deal now. I think that’s how this game is played, Columbo.” Mark explains that he has only limited authority. That the DA has to approve anything they agree on. That a judge has to agree as well. He tells Dom he wants two things. One is the evidence that Dom hasn’t shown him yet. The second is Dom’s testimony authenticating the tap and explaining the plot against hackoff customers. He tells Dom they won’t feel they have to file charges against him for the mushrooms because the evidence isn’t clear, he
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may have had a good motive and the mushrooms didn’t kill Larry. Maybe Larry did pick the bad ones himself and somehow got them into just the office sample. But, Mark says, the hack against antihack is there. Can’t prosecute Donna for what she did without the evidence that shows the plot against antihack. And probably they’re gonna have to ask Dom to plead to something on that one because he was part of it. Should be no jail time for him on that if he’s the one turning state’s evidence but it’s hard to be sure. Also Dom’s gonna have to get a lawyer. One more thing. Not really part of the deal, but one more thing, Mark explains. There are some people from Israel who would like to talk to Dom. It would be good if he did that. “That’s three things, not two,” says Dom, “but that’s okay. It’s time I got credit for what I did. Also, I’m not afraid of jail anymore. No more claustrophobia. Maybe my role’s supposed to take me there. So I’m gonna show you some video now, save time. But I’m not going to tell you how I got the video. So, if we don’t have a deal, you don’t have this video to show. But you got to turn around, face away from the screen, while I bring it up.” Mark does turn around. Dom fishes in the IP packet log for video starting an hour prior to Donna leaving Larry’s office. The first frozen frame shows Larry’s office empty. Dom tells Mark he can look and the detective swivels his chair back around and peers at the video window which is now animated. There are boring sequences of Larry’s empty office, appearance and disappearance of Larry, a few visitors including Donna and Larry’s admin, all of which tally with what the security log showed. The camera faithfully follows what makes noise. Since there is no audio, it is hard to tell how fast the tracking is. The room is empty and the camera grinds away, centered on Larry’s desk. A woman enters the room — first the top of her head is visible, then the rest of her back as she walks under the camera and into the room. The camera swivels its focus to her. At this point it is clear that the woman is Donna Langhorne. She stands still for a minute as if talking to the man who isn’t behind the desk. Donna then reaches down to the coffee table and picks something up, but she is between the camera and the coffee table so it is impossible to see what she has in her hand. Whatever it is, she keeps it out of sight of the camera as she goes behind the desk and opens a drawer that the camera, which has now focused on her behind the desk, cannot see. Her right arm, visible from the shoulder to the elbow, apparently is taking something from the drawer. She now turns so that she has her back to the camera. Her shoulders are moving but it is impossible to see what her hands are doing. Apparently she drops something, because she stoops over, then quickly stands up again, still facing away from the camera. She puts the invisible something back in the invisible drawer, turns so that her right arm is out of sight, and bends to put
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whatever is in her right hand down on the coffee table. Then she leaves the room. The camera resumes its bored fisheye view of the office with Larry’s desk in the center. Mark says: “Still can’t tell what she picked up from the coffee table.” “I hoped there’d be more,” says Dom. He plays the whole sequence again. And again. Both men crane their necks as if trying to see what Donna is shielding with her body. Dom hits himself on the head. This time he backs up to the time before Donna enters the room. He examines the table; there are a few magazines, a piece of probably greasy paper that may have come with Larry’s pizza, coasters, and Larry’s revolver. Dom clips this frame into the edit buffer and fast forwards to the time after Donna is left when the camera is back to its fisheye view. He clips another frame. After a little fiddling, Dom superimposes the before and after frames. The gun and the piece of greasy paper do not line up. “I have a list of what’s in that desk drawer,” says Mark. “Can’t look at it now. It’s on my computer at the office.” “Not a problem,” says Dom. He works for a few minutes while the detective watches, bemused. Soon the windows on Dom’s computer show the applications run by the New York Police Department. A minute later, the screen of Mark’s computer is in a window on Dom’s computer. “You can run your computer from here,” says Dom. “Shit. So much for security. Maybe you DO have something else to bargain with. Okay, let’s see.” Mark retrieves the inventory for the top drawer of Larry’s desk: pencils, 2 finger nail clipper, Swank eighteen assorted paper clips, one straightened out three AAA batteries, Eveready, all completely discharged, one corroded plastic stylus, intact plastic stylus, broken bottle with 17 of 50 Excedrin (verified by lab) box with 23 of 24 bullets, .22 caliber unopened small package of Kleenex unused pad of post-it notes, yellow (no impressions) ###
Media Contact: Eve Gross Chief Marketing Officer 212 555 1000 [email protected]
hackoff.com For Immediate Release
© 2005 Tom Evslin
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DONNA LANGHORNE TERMINATED AS CEO FOLLOWING INDICTMENT BOARD APPOINTS JOANNE ANKERS AS ACTING CEO COMPANY COOPERATING FULLY WITH AUTHORITIES New York, NY -- April 7, 2003 – (BUSINESS WIRE) hackoff.com (NASDAQ:HOFC) announced today that Donna Langhorne has been terminated as CEO following her indictment for the murder of former CEO Larry Lazard. The Board of Directors has appointed Board Member Joanne Ankers of Big Router Ventures as acting CEO. Joseph Windaw of Windaw and Wallar Venture Capital continues as Chairman of the Board of Directors. The Company has been informed that there is a continuing investigation into the possible involvement of certain of its officers in a hacker attack against the company’s competitor antihack Corp. It is possible that other charges will be filed against the company or its officers. The company is cooperating fully with these investigations. In addition, the company intends to hire an independent outside law firm in order to conduct its own investigation. It is not possible at this time to state what the effect on the company these charges and investigations will have. Company CTO Dom Montain has been granted a temporary paid leave of absence to allow him to aid the City in its ongoing investigations. The company notified NASDAQ and the SEC of this event prior to the opening of the New York securities markets and requested a temporary halt in trading of the company’s stock. Trading is expected to resume shortly after the dissemination of this announcement. Acting CEO, Joanne Ankers is a 1991 graduate of the University of California at Berkeley and holds an MBA from Wharton awarded in 1995. She is currently a Director of Strategic Investments at Big Router Ventures and has been granted a leave of absence from that position to allow her to assume the CEO role at hackoff.com. Ms. Ankers has been a hackoff Board Member since 1997. Big Router Ventures participated in venture financing for the company and held 500,731 shares of the company’s stock as of the end of 2002. “These are very difficult times for the company,” said Ankers. “Nevertheless, our customers should be reassured that we remain willing and able to supply their security needs.” ###
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The Chat Board
ITS HAPPENING AGAIN by: thewatcher02 (38/M/New Rochelle, NY) Msg: 100030 of 100044 hackoff’s not trading!
04/07/03 10:10 am
Re: ITS HAPPENING AGAIN by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 100031 of 100044
Posted as a reply to: Msg 100030 by thewatcher02
04/07/03 10:11 am
This can’t be good. Trading is stopped again. The Street won’t like this.
Re: ITS HAPPENING AGAIN by: pooper Long-Term Sentiment: Sell Msg: 100032 of 100044
Posted as a reply to: Msg 100031 by ChorusLine
04/07/03 10:12 am
There’s nothing about hackoff for the street to like.
Press Advisory Out by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Hold Msg: 100033 of 100044 04/07/03 10:15 am
There is a press advisory out, just as there was last week, for an announcement expected at 10:30 explaining the trading halt. Last week the stock went up after the announcement. Probably just the marketmakers making money in ways that we ordinary investors can’t, but could happen again, too. I’m down to hold on the stock though, because I made money last week.
hackoff.com
Re: ITS HAPPENING AGAIN by: scooper Long-Term Sentiment: Buy Msg: 100034 of 100044
Posted as a reply to: Msg 100032 by pooper
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04/07/03 10:18 am
pooper, last week you thought the announcement was an April fools joke and you could have made money of you bought stock like I did
Re: Press Advisory Out by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 100035 of 100044
Posted as a reply to: Msg 100033 by jumbo10
04/07/03 10:22 am
this is probably the time their selling jerkoff to antihack now that the lizard is out of the way the cunt figured out it was the right way to go and she did it.
Re: Press Advisory Out by: scooper Long-Term Sentiment: Buy Msg: 100036 of 100044
Posted as a reply to: Msg 100035 by Alaska60-60
04/07/03 10:26 am
alaska, you’re as much an asshole as your friend pooper and this is not the antihack board. why don’t you stay there where you belong so you can pump and dump that and not bother us here on this board. Last week anithack was down and hackoff was up. hackoff has great management now.
jerkoff hacked antihack by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 100037 of 100044
Posted as a reply to: Msg 100035 by Alaska60-60
04/07/03 10:31 am
The press release is on Yahoo. Finally they told the truth they cheated the way they beat the hostile from antihack was hackoff hacked antihack customers. i knew this was not right when it happened. i said that and all you jerkoffs didnt listen.
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And also the cunt offed the lizard which figures.
Re: Press Advisory Out by: Jumbo10 (46/M/New York, NY) Long-Term Sentiment: Sell Msg: 100038 of 100044
Posted as a reply to: Msg 100033 by jumbo10
04/07/03 10:35 am
This has got to be bad for the stock. Usually Wall Street does not like indictments and this is for murder, plus antihack might sue for the way hackoff stopped their hostile. I’m back down to a Sell on the stock now. I don’t know how this can go anywhere. Only hope is that Big Router will buy hackoff for its technology. I figure that’s why they put their woman in. But then they’ll buy it for nothing, which means we’ll get screwed so I’m still a Sell.
Re: Press Advisory Out by: PacPhil (25/M/New York, NY) Long-Term Sentiment: Buy Msg: 100039 of 100044
Posted as a reply to: Msg 100038 by jumbo10
04/07/03 10:37 am
Jumbo, that’s good analysis. When do you think Big Router might announce they are buying the company? Does that matter to the stock? Why do you think Donna killed Larry? What will The Street think?
Re: Press Advisory Out by: Alaska60-60 Long-Term Sentiment: Strong Sell Msg: 100040 of 100044
Posted as a reply to: Msg 100038 by jumbo10
04/07/03 10:40 am
So now pump and dump jumbo says hes ready to dump so probbly means hes going to buy. Only way big router is going to buy jerkoff is for pennies and even less than antihack would pay because at least antihack wants the customers and big router probably already has them and the technology isnt worth shit
hackoff.com
Whats Happening by: CLess
© 2005 Tom Evslin
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04/07/03 10:45 am Msg: 100041 of 100044 Does anyone know why the stock isn’t trading???
Donna by: TestTost (35/M/San Francisco, CA) Long-Term Sentiment: Strong Buy Msg: 100042 of 100044
04/07/03 10:45 am
Too bad about Donna. She was hot. I haven’t seen a picture of the new CEO, so don’t know how she rates. Lar must’ve been messing around. I figure that’s why Donna shot him but if I were him, I would’ve messed around with Donna.
Re: ITS HAPPENING AGAIN by: ChorusLine (25/F/Paramus, NJ) Long-Term Sentiment: Buy Msg: 100043 of 100044
Posted as a reply to: Msg 100031 by ChorusLine
04/07/03 10:46 am
Murder. Hacking antihack. Other investigations. What will the Street think?
Stock Opened by: thewatcher02 (38/M/New Rochelle, NY) 04/07/03 10:46 am Msg: 100044 of 100044 hackoff’s trading again! 2k shares at 1.60 up ten cents. bid 1.55; ask 1.65.
THE END
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© 2005 Tom Evslin
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[Note to readers: I hope you enjoyed hackoff.com. If you did and would like to tell a friend about it, I’d appreciate it. Clicking on this link is one way to do that. You can also rate and/or review it on Amazon by clicking this link. When you get to Amazon, just click on the stars to rate and on the review link to review. Of course, you can follow that same link to get to Amazon to buy a copy of hackoff.com either as a souvenir (I’m signing all copies purchased before the pub date of March 15) or as a gift for a friend. Finally, if you’d like to get news about my next book, new editions of hackoff.com, and my upcoming online and offline book tours, click to subscribe by email or RSS. Thanks for reading. Tom Evslin]
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© 2005 Tom Evslin
HOFC Daily Trading 4/7/03 (at close)
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$2.50
$2.00
$1.50
$1.00
$0.50
$4/7/2003
