Chapter 14

"I realize that this is a family thing," Nicole protested lightly as Randy drove the Chrysler through town to his parents' house. "But with Crystal and Preach still here, I feel like we're not being very good hosts."

"Well, yeah, but I think tonight is when the other shoe drops, and I'm wondering what it is."

"What do you mean?"

"If I knew I'd tell you," he sighed. "Dad has hinted several times that there's some things he didn't want me to know until we got done with the distribution of assets, but he hasn't said more than that. Besides, were you listening to the lawyer today?"

"Yeah, but I didn't pick out anything."

"I sure did, and I'm sure Dad was trying to pull a fast one on Joel. You remember the other night when I was explaining how the value of the company is different to different people? Schindenwulfe gave the value of Clark Construction as taxable valuation, and the forest land as assessed valuation, which are two way different things. I mean, a factor of two different! There were a couple other things in there, too. Those forest lands might be worth $1.4 million to the right buyer in ten years or so, but not today."

"Are you sure?" Nicole blurted.

"Sure, I'm sure. Like I said, I don't know what's going on, but I'm dead sure that Matt Schindenwulfe knows the difference between taxable valuation and assessed valuation, which means he was as deep into whatever is going on as Dad is. I'm also pretty sure that Dad wants you and Mom up to speed on whatever he's doing, too. So now, I expect we're going to find out."

The atmosphere at Ryan and Linda's house seemed a lot lighter and quieter with Rachel and Joel gone. "Randy, I know ham and lima bean casserole isn't your favorite meal," his mother said. "But I really wasn't in the mood to do anything more elaborate."

"No problem, I don't mind," Randy replied, being both cautious and courteous. While in general he liked his mother's cooking, in his days at home he had a habit of going far out of his way to avoid her ham and lima bean casserole.

The conversation over dinner was light and innocuous. "Grabbing Preach to do the service sure worked out well," Linda commented. "He's a very good speaker, very warm and human. I'm sure he did a better job than that O'Conner character would have done."

"Preach is pretty good about that," Randy said. "I've heard him give some of-the-cuff teachings that will really sit you back and make you think."

"It's almost a shame that he decided to not make a career out of the ministry," Linda said. "He would have been very good at it."

"No doubt about it," Randy said. "But he decided that wasn't his calling and stuck to his decision. Doing something off the cuff once in a while as a favor is one thing, but he decided that he didn't want to make a life of it. I actually respect him for that, turning his back on a career that he didn't think was right for him, even if he's a little uncomfortable about it at times."

Ryan put down his fork. "Randy, that's just too good of a lead-in to pass up for what I wanted to talk to everyone about. Look, it's no secret that you've been a little uncomfortable at times about what you've been doing, is it?"

"Well, no real secret," Randy said. "But you remember when I came home from college at the end of my sophomore year? When we talked about the problem of someone to take over the construction company? Well, I was hunting around for something useful to do at the time, and even though there have been some times that it's been uncomfortable I have no doubt it was the right thing to do."

"To be honest, back then I wasn't sure. I'm sure you realize the whole thing was a test for you. You could have bombed out along the way and we'd have had to do something else, even though that something else would have involved a manager from outside the family with me holding the ownership. But you passed the test, and this proved to be a much better solution all around."

"I hope it works out," Randy sighed. "Even though I've been more or less running it on my own for a couple years, the total responsibility is in my lap now. I didn't exactly figure on getting what amounts to the whole thing."

"There was a reason for that," Ryan smiled. "Believe me, Randy, this is something that Dad and I talked about a lot, because we both realized that when he died there were going to have to be some changes made. What his death means is that we're now looking at another big challenge. We've got some time to work on it, but we've got to get our ducks in a row."

"Clark Plywood?" Randy ventured a guess.

"Right," Ryan said. "Fortunately, you're not going to have to learn to manage it. I've told you before that if something should happen to me, Steve Augsberg is thoroughly capable of stepping into my management shoes and running things without missing a beat. Steve will probably be retiring not long after I do, but by the time he goes, there are a couple of other people who should be ready."

"But I don't own any of Clark Plywood," Randy protested. "And if I recall correctly, you said one time that your assets would have to be evenly split between Rachel, Ruth, and me."

"I did say that at the time," Ryan said. "Because that was back when I wasn't sure you were going to be passing the test at Clark Construction. In fact, I figured the odds were against it, but I was very happy to be proved wrong. In fact, when that happened, I was really thinking more in terms of Rachel getting the lion's share of the plant so Joel could run it, but time has proved just how wrong I was."

"Joel?" Randy frowned.

"He does have a good business and financial background," Ryan pointed out. "However, what he's done with it takes him out of consideration, as far as I'm concerned. We could stand to have a good chief financial officer. I've basically been doing it, and I know I've been missing some tricks, but I've tried to keep things sound and conservative. However, while that's a bridge that has to be crossed it doesn't have to be crossed now. I made up my mind years ago that it's fairly important to keep Joel from having any significant involvement with the plant, or else it's going to turn into another Donna Clark situation, or worse. That went on for twenty years, and your grandfather and Frank Matson were only able to keep things under control by the skins of their teeth. You don't need that happening again."

"From what I've heard about it, no," Randy said. "You're saying that I'm going to be winding up with Clark Plywood, too?"

"Pretty much," Ryan told him. "All the pieces aren't in place yet, but they're pretty close. I don't know if Joel could have held up the transfer of your grandfather's estate considering the living trust arrangement. If he'd figured out what we were doing before Rachel signed the paperwork there could have been trouble, which is why your grandfather, Matt Schindenwulfe, and I pulled a little double shuffle."

"I picked up on a little of that," Randy said. "The taxable valuation of Clark Construction and the assessed valuation of the timber lands."

"Yeah, I wish Matt hadn't said that, but he did and Joel didn't pick up on it. Joel is not as smart as he thinks he is, and he proved it right then. He'll probably make trouble when he figures it out, but what's done is now done, and he's behind the eight ball in several ways if he wants to file legal action, starting with the fact that any action would have to be started here. Joel is after the quick buck, and doesn't want to think about the long range, which is why Matt and I pulled a last minute shuffle to make sure that Rachel didn't wind up with any Clark stock."

"Last minute?" Randy frowned, realizing that there had been more going on than he'd perceived.

"I had quite a bit of latitude," Ryan explained. "Up until Monday both Rachel and Ruth were going to get five percent of the Clark stock each. But the way the trusteeship is set up, I'm the one who got to make that decision. After Joel mouthed off the way he did, I decided that I didn't want him to be able to get his fingers on any of the Clark stock, so we switched things around to the land deal. Dave and Ruth were going to get the cabin and eighty acres anyway, so it was easy to change things around. That proved to be a good move, because Joel and Rachel stopped at Northwoods Realty to see about getting the land listed at $1.4 million. Of course, as soon as they were out of the door Binky called me to let me know about it."

"If you're telling me right they have no hope of getting anything like $1.4 million out of it."

"Not in the near future," Ryan smiled. "I've given some thought to having a dummy corporation make an offer for about a tenth of that sometime in the next few months. But maybe not, too. We'll have to see what happens. But for now that's neither here nor there. What's here now is the fact that Brent is gone now, so the board of directors is now down to just me and your mother. We need to get you and Nicole on the board as soon as possible."

"But," Randy pointed out, "I don't own any Clark Plywood stock."

"Yes you do," Ryan said. "It's a little buried in the list of Clark Construction assets you got from Matt today, but Clark Construction owns ten percent of Clark Plywood. Since you own Clark Construction, that makes you a Clark Plywood stockholder."

"Wow, you really were working under the table, weren't you?"

"No more than I had to," Ryan smiled. "Now, just in case I were to drop dead tomorrow, we need to do a little stock exchange. I want to swap twenty-five percent of Clark Plywood for twenty-five percent of Clark Construction. That way, you come out with a majority of Clark Plywood assuming an even distribution of my estate. In time we should be able to fudge some more of it around. I don't know that I can get all of it to you, but I should be able to get enough to you to avoid another Donna Clark situation for at least another generation."

"Wow," Randy said. "I guess I always realized that I'd wind up with a chunk of Clark Plywood, but I never figured majority ownership."

"In the beginning I didn't, either," Ryan told him. "But then you proved yourself. Now, the situation with Clark Plywood is a lot different than it is with Clark Construction, mostly because when you wind up with it you'll only be providing oversight, not actively managing it. That still means there's a lot to learn about the ins and outs of it, but you've already got a start on that and we still have some time to work on it. For the moment, all the board does is set policy as suggested by the managing director, which is me, and set dividends, which again are recommended by the managing director. In practice, Dad and I worked together on a lot of issues and I hope you and I will be able to do the same thing."