Chapter 3: Disappointment

For Frank and Trudy, the aftermath of sex always brought the best of sleep. Though their lovemaking took them deep into the night, the limited hours of slumber refreshed them enough for the next day. Trudy woke with the birds in the morning. She rose first to get a quick turn in the bathroom, then threw on her robe and went downstairs to prepare breakfast while Frank got ready for work. It was summer, so the girls had no school. Trudy would roust them out of bed a little later.

Frank walked into the kitchen as Trudy was serving his eggs. He had a small gift-wrapped package in hand, which he set on the counter. Trudy smiled when she saw it.

"You don't have to buy me a present every time you go out of town, Frank."

"I only do when I have time, and this time I did," he protested.

She unwrapped the box and lifted the lid. "Very nice, Frank," she said, and she gave him a kiss on his freshly-shaven cheek.

"I know I got you the same thing last time," Frank confessed. "I had a bottle of perfume picked out, but the clerk reminded me that they would probably confiscate it at airport security."

"I like them fine," Trudy replied. "Besides, I trust you to pick out earrings more than perfume." She laughed a little at the thought of Frank selecting a perfume, with little dabs of samples on his wrist. "Besides, it's the thought that counts and this was a nice thought." She bent down to where he was sitting at the kitchen table and kissed him again.

"You already said 'thanks' last night," Frank reminded her, "and did a fine job of saying it, too."

"Stop it," Trudy said. She covered her face to hide her embarrassment. "I was afraid that you'd be too tired."

"Trudy," Frank answered, "with you, I don't dare to be too tired."

Trudy rolled her eyes, still blushing. She wondered why she was embarrassed after all these years and all their private moments. She wasn't shy when it counted, though, and that was the important part.

"I had breakfast with Alvin yesterday morning before he left for Europe," Frank changed the subject. "He sends his compliments—said you looked nice at the company dinner the other night."

"Oh, I don't know, it was just a simple..."

"He also suggested that you spend more time with Gloria and her friends."

Trudy drew a breath and let it out slowly.

"Frank, I have nothing against Gloria, and the others. They're just not my type."

"Alvin said that he thought that Gloria might ask you to join in some of her charity projects."

"I dunno, Frank. It's not that I'm against it, it's only that..."

"No pressure," she heard him say, "do whatever seems right for you. Heck, Gloria might not even call you. I told Alvin that it was okay with me, but it was really up to you."

Trudy paused, thinking about how to answer. Frank finished the food on his plate and took a last gulp of coffee.

"Got to run, Trudy. I've got a lot of ground to cover today."

Frank strode into the Headquarters office suite at eight-fifteen. He was alone on the executive floor, save the security guard. The secretaries started at nine; the executives arrived according to what was on their calendars. Frank liked the solitude of the early morning. In a short while, it would be phones and intercoms and traffic in the halls.

"Good morning, Mr. Bennett," Floyd greeted him. He was the security guard assigned to the executive floor. He was an aging, black man, gaunt with black-rimmed glasses and graying hair. As part of the upstairs security force, his uniform was a navy blazer, gray slacks and striped tie. A Western Chemical logo emblazoned the breast pocket of his blazer. He had an unobtrusive desk in an alcove at reception where he logged every person in and out and there was a direct line to the main security office, if he ever needed it.

"Good morning, yourself," Frank called back.

"You're in early," Floyd observed, following Frank through the corridor to unlock his door. It was a familiar litany, repeated each day Frank was in the office. "How was your trip?"

"Fine; busy as always," Frank answered. "You know, it was almost as hot in New York as it is here."

"Almost, but not quite," Floyd argued, continuing the drill. "Here's some coffee to get you started." He set a steaming styrofoam cup on Frank's desk, from his private supply, as was his custom.

"Thanks, Floyd," Frank said. "This will really hit the spot. Just don't tell Jeannette."

Floyd laughed at the warning repeated for the thousandth time. Jeannette was Frank's secretary, and assumed responsibility for all of Frank's office needs, including his morning coffee. Frank would have all traces of the bootlegged cup long gone before she arrived.

"Have a good day," Floyd said as he left to let Frank get to work.

Frank took a quick look through the two days' mail that Jeannette had set neatly on his desk. Nothing was urgent so he set it all aside. He turned his attention to the little slips of pink memos arranged neatly next to where the mail had been. He found the one he was looking for. It was from Jeannette.

"Finance Committee Members set for teleconference at ten-thirty." Frank nodded his approval. He took a yellow legal pad from his briefcase that had his notes from the previous day. He began editing them and adding new notes to it.

Jeannette had been Frank's secretary ever since he was in his earlier post of Corporate Controller and he occupied a smaller office at the other end of the executive hallway. Frank hadn't thought twice about bringing her up the ladder with him. She could still wield a mean word processor, but most of the time she delegated that to one of the younger secretarial staff. She processed all his confidential material and there was a natural chemistry between them that made everything work just right.

"Coffee the usual way?" Frank looked up with a start. It was Jeannette arriving for the day. He hadn't realized how long he had been poring over his worksheet on the yellow pad. He quickly swept aside the empty Styrofoam cup. He didn't think she'd seen it.

"Why, um, yes-please, Jeannette," Frank stammered. "But before you do that, come in for a second and close the door."

Jeannette pulled the door shut behind her and took a seat in the chair in front of Frank's desk without speaking.

"First," Frank instructed, "would you let Tyler Smith know that I need him to sit in on this teleconference with the Finance Committee. Tell him it's very important, and I'll need ten minutes to brief him in advance." Jeannette nodded. "Next, I need to meet with all available Senior VP's as soon as possible after the teleconference is finished—fifteen or twenty minutes. Don't tell them the reason; I'll explain everything in the meeting. We'll have the meeting right here in the office. Let me know who can't make it, and I'll get to them by phone later in the day."

"Yes, Frank," Jeannette answered in her usual, soft, unhurried way. "I'll get on it right away."

It had taken months before Frank had convinced her to call him by his first name. She still refused to do so when anyone else could hear her. Whichever name she used, her voice was always soothing.

"Whew! That's the sexiest voice in the universe." Frank thought as he forgot himself in a momentary daydream; he recovered quickly. Jeannette rose to leave.

"Wait, there's one more thing. It's the reason for all these meetings and conferences. Alvin and I met with the underwriters of the new stock offering the day before yesterday. We decided it would be best to put it on the shelf for a while."

"I see," Jeannette replied and Frank was sure that she did.

"It won't be secret for long," Frank explained. "It will be announced in the Wall Street Journal soon. You need to know about it so that you can handle it if it comes up. If you get wind of it in any way, try to squash it, if you can, and be sure to let me know."

"I'll do that," Jeannette said, allowing herself a slight smile at Frank's confidence. "And, do you still want your coffee the usual way?"

"Sure thing," Frank answered. "By the way—Good Morning!" Frank watched her as she left his office.

Most people thought Jeannette was in her late thirties. Frank would have, too, except he'd seen her personnel folder and knew that she was forty-six. She was tall—not as tall as Trudy, of course—and was long and slender, just like Trudy. She was different from Trudy in some ways, too. She was long-divorced, having one grown child. She had jet black hair, neatly arranged with only tiny whispers of gray. It framed her cheekbones that rode high on her face in the classic way and if she wore any makeup it was done in a way that didn't show. She had an unassuming elegance and reserve. Her looks and quiet manner created a pleasing, sexual aura that any man could see if he cared to notice. She may have been aware of her allure, but she never flaunted it, either in her manner of dress or speech or body language and that served to intensify her appeal.

Another difference was that her skin was much darker than Trudy's, a coffee kind of color. When Frank first promoted her, the racial factor set off some vibrations. Over the years they seemed to have mostly withered away. Whether they had or not, Frank didn't care, and hoped that Jeannette didn't either. They had never discussed it.

Tyler Smith had been briefed. He and Frank sat together in the office sipping their coffees waiting for Jeanette to finish stringing the conference call together. Tyler was a Corporate VP and General In-house Counsel. He also had the title of Corporate Secretary and Investor Relations was in his portfolio.

"Sorry that I couldn't get to you before the decision was made the other day," Frank said to Tyler.

Tyler shrugged it off. "It sounds like a no-brainer to me, Frank. Sometimes these things come up all of a sudden. Anyway, I trust your judgment."

"Thanks," Frank mumbled, then took another swig of coffee.

Tyler and Frank worked together often because of their respective positions. They got on well, knowing when to step forward or to remain in the background, depending upon the situation and their own expertise. Tyler started in his position at about the time that Frank became Controller. It was Tyler who most strongly urged the Board to promote Frank to CFO. As he told the Board, Franks' tough, by-the-book approach would serve the Company well in the environment created by Sarbanes-Oxley.

"By the way, how's Ashley doing?" Frank inquired.

"I guess I should find out," Tyler admitted. "I've been giving so much time to the job that we haven't spent much time together lately."

"It's easy for that to happen," Frank agreed. "I try not to..."

"Conference call ready, sirs," Jeannette interrupted through the intercom.

"Come on in and take the minutes, if you please, Jeannette," Frank called back into the speaker.

"Hello—hello, can anybody hear me?" a voice on the speaker phone blurted out.

"Loud and clear, Jim," Frank answered back. "This is Frank Bennett speaking and I've got Tyler Smith with me and my secretary, Jeannette Parker, to take minutes."

"Very good," answered the voice in the speaker.

"I'll turn on the recorder now, if that's alright," Frank called back.

"May as well call the roll," Sweeney replied. Jim Sweeney was a retired Executive Vice- President of a major oil company and Chairman of the Finance Committee of the Western Chemical Board. "Why don't you do the honors, Tyler?"

Of the five members, three were marked in attendance. They were Sweeney, Detlef Mueller, a German banking executive, and Simon Lambert, a retired business school dean. The others weren't available on short notice. Frank wasn't a member of the Committee, or a member of the Board.

"So, we've got a quorum," Sweeney said. "The floor, so to speak, is all yours, Frank."

Frank moved his chair closer to the speaker and cleared his throat. "Alvin and I were in New York this week to meet with the underwriters of our stock offering," he began. He paused, thinking that there might be a question coming over the line. There was none, so he continued.

"We've all seen the condition of the Stock Market lately. The investment bankers believe, and Alvin and I agree, that in the current market circumstances our proposed stock offering at this time would be a disaster. We're recommending that we put the registration on the shelf until the market rebounds." There was silence on the line. "I hate to give bad news, gentlemen, but there it is," Frank added, trying to get a response.

"That is bad news," Lambert said.

"How bad is it?" Sweeney asked. "What are the numbers?"

"When we planned this, we believed that the Company should trade at $65 per share in a normal market," Frank reminded them. "At this time, considering the dilutive effects of the offering, the best that we could hope for would be $43. We don't see it getting much better anytime soon."

"That means we would lose over a third of what we expected," Sweeney said.

"But what about the R&D facility?" Lambert protested. "It's critical to satisfy our long-term objectives."

"Gentlemen, I am concerned about zee merger vith Wertheim Werke," Mueller protested in his German accent. "Vee haf vorked very hard to gain a footing in zee EU market, ja? I fear vat vill happen if vee dee-lay."

"Alvin is in Germany talking to the Wertheim directors at this moment to explain our situation and see if he can buy some time. As regards the R&D facility, I made inquiries with potential lenders about interim lines of credit until we actually get the stock proposal off the ground," Frank explained.

"Ja, ja," Mueller scowled, "but zee Vertheim people expect cash, not excuses."

"Perhaps we should consider a stock-for-stock deal at the $65 valuation," Frank suggested. "That would make the stock market issue moot."

"We have to be sure that the market understands that it's because of the general price level, not lack of confidence in our numbers," Sweeney added.

"That's right..." Frank began.

"Zat is, if vee don't perform zee new issue," Mueller interrupted. "I still belief zat vee have to..."

"No—no!" Sweeney insisted. "We can't believe the Company is worth $65 and sell ourselves out for $43. It's against the shareholders' interest."

"If vee don't take ackshone, BASF or Bayer vill," Mueller argued. "And vee'll be shut out."

"They don't have that kind of spare cash, either," Frank said. "European markets are just as depressed as ours."

"So what were you saying about the forecast?" Sweeney asked Frank.

"Operations-wise, everything is fine. We have to redo it for some below-the-line items that will come up because of holding off on the stock issuance as we expected."

"We'll leave that in your hands," Sweeney said. "I'll take care of communicating this to the rest of the Board and the missing Finance Committee members, too. From my seat in the house, you and Alvin did what you had to."

The parties hung up. Frank breathed a sigh of relief.

"I'll get these minutes typed up," Jeannette said and then took her leave.

"That went better than I expected," Frank confided to Tyler, who had remained behind.

"I thought it would be okay," Tyler answered. "Everything you said made sense. I wouldn't sweat Mueller. He's got his own agenda with respect to the expansion in the EU countries."

"I know," Frank said. "I tried to get Alvin to rethink that whole deal over breakfast the other day. I dunno if I got very far."

"You might get your wish, anyway," Tyler told him. "Mueller's right; Wertheim won't have much patience and I doubt if they'll go for stock-for-stock."

"That's probably true," Frank said. "I'm pretty sure we can swing the credits for the R&D facility, but never even close for the merger."

The meeting with the senior VP's went less well than with the Directors. Frank's chief antagonist was Jason Lowell, the Chief Technology Officer, who headed up Research and Development. He was younger than most of the others, with the fewest years of service. Before taking his position with Western, he was a dean at a major engineering school and took credit for reviving the program at that institution.

"We're already late getting the R&D building started," he complained. "This delay might be too much."

"Too much for what, Jason?" Frank asked.

"I've recruited key people based on their being on the ground floor of this new R&D thrust. If they stop believing it's going to pan out, they'll go somewhere else."

"So explain it to them," Frank replied. "I'm sure..."

"We're cramped; it's stifling," Lowell interrupted. "We're sharing space with other departments, borrowing labs."

"You mean that your people are prima donnas," Frank shot back.

"Don't blame them, they're trained to be prima donnas," Blake Hart joked. "It's a secret oath they take when they get their PhD's." Everyone in the room laughed at the joke, even Jason. Frank was grateful for the brief moment of levity.

Blake Hart was the Chief Operating Officer of the Company. In the Western Chemical scheme, that meant that he was charged with making and selling the product. He was a kind of 'first among equals', having the most experience and in a critical post. His credentials were solid with engineering diplomas and his spotless work record in tough assignments. He was waiting for the day that Alvin conferred the President title on him.

"But there is something to this, Frank," Blake continued. "That R&D money is for things besides brick and mortar. There are patent rights to obtain and university research to fund. If we fall too far behind, we put completion of the five-year plan in jeopardy. We need those new products in the pipeline. Competition won't slow down just because we are."

Frank listened carefully and understood the wisdom. Jason crossed his arms, looking smug over picking up an ally.

"What we need in that case, Jason," Frank responded, "is a careful evaluation of priorities and costs associated with each one. If we can't get this financed all at once, then we'll have to know where to apply the dollars first."

"I'll have someone look at the commercialization aspects," Blake offered. Frank nodded.

Frank turned to Hart. "Blake, we need to look at our forecast again. I know we just did it, but if we have to back off, sooner would be better than later. If we hiccup, investors will assume we had a slip in our numbers, rather than waiting out the market. I have some below the line changes to do, myself."