Chapter 19: Success and Failure

Floyd greeted Frank bright and early, as usual. He brought in the complimentary coffee. Frank took a sip from the steaming cup.

"The first sip is always the best," Frank said with relish and drank some more.

"Not too strong?" Floyd asked.

"You know better than to ask that, Floyd."

"I'd bet you've got a lot of hair on your chest," Floyd laughed.

Frank laughed, too; and then he turned serious. "You noticed that Aaron is working in the Controller's office again?"

"The young man from downstairs? Yes, I did notice; that's my job."

"He's working on the new forecast and I want him up here. The information will be more secure. There's a lot happening and it's all right in those files."

"I'm glad you told me that, Mr. Bennett. I'll keep a special eye on that office."

"Please do it, Floyd. You see, we haven't given Aaron the keys to the filing cabinets or anything in there. I felt with the office door locked and a guard at the desk it would be alright. Now, I've got second thoughts. If the wrong people got what's in those files..."

"Why don't you give him the keys for the interior security drawers?" Floyd asked.

"I hate to do that," Frank said, "seeing as we're almost done and the fact that I don't want to draw attention to it at this late date. If you can double-check the security of the door and be sure to record anyone coming in or out—that should be enough."

"Anything I can do to help, sir."

"There is just one more thing," Frank said. "Take readings on the photocopier each day when you first come in. There's a printout you can get that shows how many copies, what time of day, keycard number—that sort of thing."

Floyd scratched his head. "I didn't know that. Should I have Miss Jeannette show me how?"

"No—no, not Jeannette," Frank said. "I'll show you how right now. We'll do one and I'll write the instructions as we do it. You'll see how easy it is."

Frank took Floyd through the steps. "Just put the printout on my desk each morning," Frank said. "Put it in an envelope and seal it."

Later that morning Frank was in Alvin's office sitting across the desk from him.

"I'm glad you stopped in," Alvin said. "I was going to ask you to come in and see me, anyway."

"I want to discuss the meeting of the Finance Committee last Thursday."

Alvin sat back in his chair wearing an uncomfortable expression on his face. "You found out about that?"

"Alvin, how could I not find out about it? I got the news from four different sources."

"Who were they?" Alvin asked.

"Is that important?"

"It is," Alvin muttered.

Frank hesitated before he answered. "If I'm already DOA there's no point in taking anyone down with me."

"Jim Sweeney was one of them," Frank answered. He figured that Jim could take care of himself.

"I should have known he'd talk to you," Alvin said. "I suppose he told you what it was all about."

"Alvin, if you want me out, all you have to do is say the word and I'll go back to my office and clean out my desk. I'll turn in my key to the Executive Washroom right now." Frank reached into his pocket and produced a keychain. He started peeling off one of the keys.

"No one's saying that, Frank," Alvin said, shaking his head.

"What gives, then? How can you call a meeting of the Finance Committee and not even let your CFO know about it?"

"I know it must have hurt, Frank. It wasn't intended like that. The meeting was planned in advance. No one knew you were going out of town. It was purely a coincidence."

Frank leaned forward. He felt like shouting, but swallowed it before it could come out. "That's not the point. I need to know that I have the support of you and the Board. Others need to know it, too. Do you know how many shareholders would bail out if they got wind of a secret Finance Committee meeting and the CFO was cut out? There're a lot of implications."

Alvin nodded that he understood and then turned his eyes away from Frank's.

"I ask again, Alvin; what in hell's going on?"

Alvin threw his hands up as if he was under arrest. "It was all Mueller's idea. He looked up the bylaws and showed us where any three members could call a special meeting. He said that he already had Lambert going along. He threatened to canvass the others. Jim and I decided to appease him before he got things stirred up any further. He insisted that you be left out, and we went along. Al Crossman thought it was the right way to go."

"Alvin, it's surprising to hear you tell it that way. I thought..."

"Whadd're you sayin', Frank?"

"It's just that, not very long ago, you'd never put up with that kind of thing from a guy like Mueller. You'd have put him in his place, and you'd have never let Al Crossman call your shots."

"You think I'm weak, do you?"

"No," Frank insisted. "You need to know that if you stay strong, you won't be sorry. You keep punchin' for us and we'll do the same for you."

"Is that what you talked about at the golf course with Hart and Smith?" Alvin asked. "I've got my sources, too, so don't deny it. Was it that, or planning a little revolt?"

"It was the first, Alvin; we discussed that, my duck-hook and how much money I owed Blake."

Alvin chuckled. "Never bet with Blake. He played for his college team, you know."

"I lost even more to Jim Sweeney on Sunday. We've gotta get the share price up so I can cash in my options and pay my golf debts."

Alvin laughed again and then turned serious. "I'm tired, I guess, Frank. I just want everything to run smooth for a while. We have a great strategy, but what good is it? It seems like I spend all my time kicking away yapping dogs nipping at my ankles."

"I think Mueller's deal is a bluff," Frank said. "I don't think he has any backers or any cash, either. He's just trying to get me out of the way because he thinks it'll free up Wertheim. If he was really serious, he'd just do it and fire everyone after he had control; not horse around like this. If you were asking my advice, I'd advise telling him to piss up a rope."

"That's what Sweeney says, too," Alvin said. "I'm inclined to agree—but I'm not sure yet."

"Force him out!" Frank yelled and jumped out of his chair. "What kind of director is he, anyway? He's doesn't give a damn for the shareholders; he's looking after himself." Frank paused and felt bad. He sat back down. "I'm sorry to lose my temper, but that's how I feel," he said in a quieter tone.

"It's alright; considering everything, I think you're allowed. I'm also inclined to agree with you on that, too. He never really had any interest on the Board except to drag us into the EU."

"Drag in our money, you mean," Frank replied. "He has a spot for us on his trophy wall."

"So, if I hang tough I can count on you?"

"Yes, you can," Frank assured him. "Let me tell you my plans for the next week or so. I'm taking a little tour to visit with some shareholders and also some prospects for the financing deal. When I come back I'll be ready to present the forecast. My people are working on it now."

"Sounds like a good idea," Alvin said. "How does the forecast look, anyway?"

"Better than you might think. Sure, we're taking a hit in our divisions connected with the building industry, but there are some favorable things that offset it. Not only that, Blake's working up a plan for some plant refurbishments that really sound good. I'll want him to present that along with the forecast."

"Oh, I've heard Blake's plans before..."

"I heard this one and I like it," Frank interrupted. "At least hear him out. If the numbers don't make sense you won't even see it. You've got to back us up."

"Okay, okay; lesson learned," Alvin said. Frank got up to go. "Wait! I almost forgot what I wanted to speak to you about."

Frank thought they'd just discussed the most important thing, so he felt a little perplexed. He sat back down. "Okay—shoot!"

"It's about Gloria," Alvin began, "or, I should say it's about Gloria's charity foundation. She wants to know if you'll serve on her Board. You know—give it the credibility of a finance professional."

Frank puffed out a breath. It was the last thing he'd expected. "That's not really my forte, Alvin. Why don't you let me recommend someone?"

"Gloria asked specifically for you, Frank. You don't know Gloria like I do. When she decides she wants something, she gets very determined. How about it?"

"I've got so much on my hands right now, Alvin..."

"I know; why don't you give her a call? She probably just wants to use your name on the letterhead—that's all." Frank didn't answer. "I know it's a pain in the ass, but Gloria has her mind made up. I'd consider it a personal favor."

"So, what's your expectation about this SEC thing?" Murray Shoreham demanded.

Frank had just finished his presentation to the Executive Committee of the CGEPT. "It should be resolved soon, perhaps this week," Frank replied. "Honestly, we don't see any justification for them impounding our reports. It should have been resolved by now; the government got another continuance from the judge. Our attorneys are working on it."

"They're letting you twist in the wind," Murray said.

"That's my personal opinion; I think they're going for the continuance because they know what the judge's ruling will finally be. They want to prolong it rather than have a final showdown. It's their way of punishing us without winning their case."

"What the hell is the matter with the judge?" a voice from one of the Committee members sang out.

"He's probably trying to cope with the mood of the times," Frank answered. "We've all seen more than one judicial appointment get trashed in Congress because of some trumped-up beef about a decision made years before. He's got to play the game if he hopes for a step up the ladder some day."

"Pretty harsh comment," the voice replied.

Frank sighed. "I suppose it is. You'll have to excuse me. It's been a frustrating time for us."

"That's okay, Frank. We appreciate you coming all the way to Sacramento to talk to us," Murray said, assuming control of the meeting. "If there are more questions..." He looked around the room. "If you have any, I'd suggest that you approach Frank during lunch. We've arranged a buffet. It's ready now, just outside the meeting room."

The meeting broke up and the participants began to file out. A few shook hands with Frank as they left. Murray stayed in his place near where Frank stood and another man joined him. When all but the three of them had left the room Murray made the introduction.

"Frank, this is Steven Crawford, Executive Director of the Pension Trust."

Frank thrust out his hand and Crawford grasped it. "Mighty thoughtful of you to come out here to make this presentation to us. You didn't have to."

"We're important to each other," Frank said. "We know that. It's only right."

The three men ambled out to the buffet line. "This SEC trouble have you tied up in knots?" Crawford asked.

"The worst is that it's holding up our ability to fund the R&D program that I mentioned. We've been working on it, but it's tough to finalize anything without a clean slate from the SEC."

"But, I thought you shelved the public offering," Murray said.

"We did, but investors want to see the docs just the same," Frank answered. "We're working on something private. Since you asked, I thought you might be interested in taking a look."

They finished loading their plates and found an empty table.

"What's the package look like?" Murray asked.

"There's a couple of ways to go," Frank said. "We're going to build a new R&D center. We own the land free and clear and have all our permits. You could have a first mortgage on it."

"Hmmm," Murray grunted. "Probably not. It's not our usual cup of tea. We don't want to be property owners and there's no liquidity there. What else have you got?"

"Convertible debentures," Frank answered. "Coupon of six; you can trade them in after three years to common at forty-six at your option."

"Callable?" Murray asked.

"Probably not," Frank said. "Keep in mind that we haven't cast anything in stone yet. We've got a lot of maybes. In fact, I'm going to see one of those maybes day after tomorrow in Wisconsin."

"Who've you been talkin' too?" Crawford asked.

"Life insurance companies, mostly."

"Their criteria aren't that far off ours, Steve," Murray said. "Maybe we should take a look." He turned to Frank. "Send me the paperwork."

"With pleasure," Frank said. "I'll call Jeannette when we're through with lunch and have her send you a package. It's just informal at this point. We're figuring on an SEC filing even though it's a private offering. Since it's convertible, it'll have an effect on overall capitalization."

"There's that SEC word again," Crawford interjected. "Look Frank, we know that Western's done a hell of a job coping with this. We're gonna stick with ya. This visit just reinforces our thinking. We were gonna dump your shares when the trouble first happened. Murray convinced us to hold the line. Your giving him that private copy of the 10-Q was great."

"Private copy?" Frank asked.

"Yeah, you know the one you gave him when he visited your headquarters." Crawford looked at his watch. "Gotta run. Been a pleasure, Frank." They stood and shook hands and Steve Crawford disappeared into a hallway.

Frank turned to Murray. "What's this 'private copy' business, Murray?"

"C'mon, Frank; the one you gave me at your office when I was there. Don't tell me you left that copy of the report on the conference table by mistake. And then you gave me your computer to use while you went to that employee cake thing—and had Jeannette show me how to use the scanner. I may be old, but I can take a hint."

"If I did leave it there for you—and I'm only saying IF—it would have been something confidential between you and me. I could get in a lot of trouble if I had done it on purpose."

"No problem," Murray said. "I'll just shred the copy when I get back to my office."

"No! Don't do that, for crissake. They'll have us for destroying evidence, too. Maybe we can share jail cells."

"What do you want me to do?"

"Just put it in the bottom of your desk drawer and forget you have it. I'll run it by our lawyer. Hopefully, nothing will come of it."

"Where are you going from here?" Murray asked.

"I've got a presentation—the same as this one—for another shareholder in Palo Alto. It's a mutual fund. Then, I'm catching a plane for Wisconsin to see if I can firm up one of the players in this Debenture deal. After that, I'm in New York for a day and then home."

"Good luck on it," Murray said. "Be sure to have your secretary send me the paperwork. And let me know what your lawyer says about the other thing."

Frank walked into his house and tossed his luggage in the corner. He heard someone in the kitchen. "Hey, Trudy, I'm home. What did you have for dinner?"

It was eight-thirty and Frank had driven home from the airport. His flight had been a half-hour late. His daughter appeared in the kitchen in place of his wife.

"It's me, Daddy," Margaret said, not looking up from her project. "Mom's at school at Parents' Night."

Frank gave himself a slap on the forehead. "That's right; I forgot. I should have tried for an earlier flight."

"I don't know why," Margaret retorted. "It's not worth going to. It's just a lot of indoctrination for nosy parents."

"They probably want to indoctrinate us so that we can indoctrinate you," Frank said. "What're you makin', anyway."

"Cookies—for the dance after the football game tomorrow night. I volunteered."

"Do I get one?" He reached his hand out to take a sample as they cooled on a rack on the counter.

"Mom says that you need to watch your cholesterol," his daughter protested.

"How can I watch it if I haven't got any?" He reached again.

"Daddy! You're not supposed to have any."

Frank put his arm around his daughter's shoulder. "I'll tell you what," he said. "Let me have that broken one and I won't ask again." She didn't answer and Frank took that to mean 'okay', so he took his sample and bit off a corner. "Not bad," he said. "Tell your mother that I said she should get the recipe from you. I'll be upstairs changing my clothes."

Frank was hanging up his trousers in their bedroom closet when Trudy appeared in the room.

"How was the parents' meeting? I forgot all about it," Frank asked.

"It was worthwhile," Trudy said. "It would have been nice if you could have been there. They were talking about Trigonometry and Chemistry. Margaret's taking both of those this year. They don't sound very easy, but they're not something I know a lot about."

"They aren't very easy," Frank answered. "Every kid that wants to go to college has to pass them. She's going to have to buckle down."

"You better talk to her, Frank. I don't think she's serious enough about it."

"I will, but it'll be up to her in the end. I'm pretty sure she knows it. She talks a good game, but she'll be okay."

Trudy didn't answer; Frank put on his jeans and threaded a belt through the loops. "I told you I'd talk to her, Trudy. Stop worrying."

"I'm not worrying," Trudy retorted.

"Why the long face, then. You've got something on your mind."

At first Trudy didn't answer; the furls in her brow didn't disappear, either.