Ring in the New

by Phyllis Bentley

  Yarrow looked astonished, as well he might, by the abruptness of this offer.

  ‘You might bring a few specimens with you, to show Mr Simmonds.’

  ‘Can do,’ said the young man shortly.

  Chuff got himself out of the room with a confused mumble. He was crimson and sweating with the effort of decision, but on the whole well satisfied.

  ‘That was a bit sudden, I must say. But the Principal praised him. Well, it’s up to Simmonds. If he doesn’t like him, he can turn him down. All the same it was a good blue,’

  Chuff knew enough of textiles to be aware that the apparent goodness of the blue was caused by the colours surrounding it, that is, by Yarrow.

  ‘He’s one of these poetic, artistic chaps, like Jonathan,’ he mused. ‘But that’s what we want, after all. Well, it’s up to Simmonds.’

  2

  The Urge to Merge

  It was in the autumn, a few months after Paul Yarrow joined the design department of Henry Morcar, Limited, that Miss Sprott, looking nervous and alarmed, handed Chuff a letter on the new size of notepaper which all business firms seemed to be using nowadays. Miss Sprott very often looked nervous and alarmed, so Chuff did not attach too much importance to her pallor and shaking hand.

  Dear Mr. Morcar, he read:

  It was with the very greatest regret that our group, and I am sure the whole of the wool textile trade, heard of the death of your former Chairman, Mr Henry Morcar, last year. His ability in design was known, not only in this country, but one might almost say, all over the world, and his skill in the selection of materials, machinery and personnel was equally well known. The firm of Henry Morcar Ltd. must feel his loss as a very great deprivation.

  ‘Tell us something we don’t know,’ said Chuff rudely.

  It has seemed to my Board that great advantages might accrue if the experience at our disposal were united with the great organisation, and of course the goodwill, built up by your grandfather.

  In these circumstances I have been authorised by my Board to approach you with a view to offers being made for the whole of the issued share Capital of your Company.

  ‘What!’ shouted Chuff, crimson. ‘Miss Sprott! Get me Major Armitage on the ‘phone.’

  Association with our group would offer wide opportunities for the development of your Company, and—if I may be permitted to say so—there would in the future be posts of major responsibility within the group for which a man of your age and ability should be well suited.

  ‘Uncle Nat! I’ve had the most outrageous letter from the Company Secretary of Messrs. Hamsun or some such name——’

  ‘Yes, I’ve had one from them too.’

  ‘Proposing to buy up all our shares.’

  ‘The urge to merge. It’s the modern trend.’

  ‘What on earth are they up to? I never heard such cheek in my life. Who are they, anyway?’

  ‘I believe the original unit was a Lancashire firm——’

  ‘Cotton!’ exclaimed Chuff with contempt.

  —but they’ve merged and merged, and now they’re a very large group.’

  ‘It’s pretty cool, I must say. Grandfather worked all his life building up this business, and now they want to come and take it away, just like that.’

  ‘They want to buy it,’ Nat corrected him. ‘If you sold out at a good price, you could invest the money well and live comfortably, without anxiety.’

  ‘And what do I do with the rest of my life?’

  ‘They would no doubt offer you a seat on the Board. That remark about posts of major responsibility means that, I expect.’

  ‘And how long would that last? The moment I did anything they didn’t approve of, or even wanted to, they’d throw me out on my ear. There are ways and ways.’

  ‘It’s a possibility which must be remembered,’ said Nat cautiously.

  ‘Uncle Nat, you want to sell out.’

  ‘It would be a relief.’

  ‘Well, I don’t. And let me remind you, I hold the majority of the voting shares.’

  ‘I’m aware of it,’ said Nat drily.

  There was a pause.

  ‘Well, what do we do now?’ demanded Chuff.

  ‘I think I’d better read you the letter their Chairman has sent to me.’

  ‘Go ahead. Though it won’t make any difference to my view.’

  The letter, after making much the same suggestions as the one addressed to Chuff, urged that secrecy should be maintained about the proposal until the matter was further advanced.

  After our respective financial advisers have met, I hope you and your colleagues will feel able to give our offer full consideration and that we shall have the opportunity of discussing the matter together personally.

  ‘He’s pretty cool, calmly assuming that the matter will go any further. I’ll write him a letter of refusal that’ll curl his hair.’

  ‘You can’t do that’

  ‘Why not?’

  ‘It’s not ethical conduct for directors to prevent their shareholders from selling their shares without consulting them.’

  Chuff felt as though he would burst from rage and frustration.

  ‘What do we do, then?’

  ‘We’d better get ourselves a financial adviser.’

  ‘And how do we do that?’

  ‘Our banker will advise us, no doubt.’

  ‘Won’t he do himself?’

  ‘I think we want a high-up London chap—one of standing and weight.’

  ‘Very well—you go ahead and get one. But, Nat, I am not going to give in.’

  ‘You may have to change your mind,’ said Nat, ominous.

  3

  Some Shares

  Chuff awoke to the sound of falling water. He rose from bed and leaned out of the window. Heavy rain was pouring down, the gutters roared, and in the dim pie-dawn light he half saw a strong stream of dirty water rushing down the Stanney Royd drive, dragging the red surface sand with it.

  ‘Is it raining?’ asked Ruth from the bed.

  ‘Like hell it is.’

  ‘I wish you weren’t going by this train,’ said Ruth wistfully.

  Chuff, who had the same superstitious feeling about this early train which his grandfather had so lamentably failed to catch, said obstinately: ‘It’s a good train.’

  ‘Is Nat calling for you?’

  ‘No.’

  ‘He easily could have done.’

  ‘He offered, but I prefer to drive myself, thank you.’

  There was a silence, in which the sound of water increased.

  ‘I think I’ll get up and make a cup of tea,’ said Ruth, throwing back the bedclothes.

  ‘You’ll do nothing of the kind,’ said Chuff. He spoke sharply, for Ruth was pregnant and needed consideration.

  ‘Don’t be so cross, Chuff,’ said Ruth. ‘You’re always snapping at me nowadays.’

  ‘I’m sorry love,’ said Chuff, returning to the bed and taking her gently in his arms. ‘But this interview today is very important—you might even call it fateful.’

  ‘I know,’ said Ruth, stroking his cheek.

  The Chairman and Managing Director of Henry Morcar, Limited, caught the London train without damage, though even in the short transit from car park to station, they became uncomfortably wet.

  ‘Hell of a day,’ said Chuff.

  ‘I hope Syke Mill has no chinks to let water through,’ said Nat.

  ‘It hasn’t, nor Daisy either, but I’m not so sure about Old Mill.’

  ‘I wonder you still cling to that old place, Chuff,’ said Nat irritably. ‘It’s more bother than it’s worth.’

  ‘That’s your view.’

  ‘It is.’

  ‘It’s not mine.’

  ‘Your view is never mine.’

  ‘Why should it be? I’ve a right to my own view.’

  ‘If your going to conduct this interview in this mood, Chuff, we might as well turn round and go home.’

  ‘That’s what you’d like, is
n’t it? You want to sell out. You’ve no faith in me. You don’t think me capable of running Syke.’

  ‘You’re young, and it’s a great responsibility. There is Susie to think of, you know.’

  ‘You mean Jonathan, don’t you?’

  ‘I resent your tone to me, Morcar,’ said Nat angrily. ‘I’m twice your age and have infinitely more experience, and I’m giving up a great deal of time which I would prefer to devote to my own firm, to try to help you. I think I deserve a better response than to be accused of favouring my wife’s son, who in any case is your brother-in-law and half-cousin.’

  It was the first time Nat had addressed him formally by his surname, and Chuff could not help a twinge of pleasure at thus having manhood as it were conferred upon him. He replied brusquely, however:

  ‘I resent your obvious desire to sell out.’

  ‘I don’t conceal my belief that it would be the wise thing to do, for the sake of the whole family.’

  ‘We’re going round in circles. I disagree.’

  ‘Their offer includes a seat for you on the group Board.’

  ‘They’d chuck me out as soon as they’d pinched all I know.’

  ‘Your bargain with them would include a sizeable holding of the Hamsun stock, of course,’ said Nat impatiently.

  ‘There are ways of pushing a man out, I expect, irrespective of voting power.’

  ‘Of course you’d have to prove your worth and make a fight for it.’

  ‘Do you think I wouldn’t?’ said Chuff, grinding his teeth.

  ‘Oh, you’d fight for it,’ said Nat sardonically.

  At this point the stewards came down the car, offering tea and coffee.

  ‘Well, now that we’ve demonstrated once again the complete disunity of our Board, let’s have some breakfast,’ said Nat.

  In spite of themselves the two men grew friendlier as they ate the hot food.

  ‘Why can’t we just tell these chaps No, and forget about it?’ said Chuff.

  ‘I’ve told you over and over again. It wouldn’t be ethical to our shareholders. We’ve got to tell them of the offer. We can’t deprive them of the chance of making a lot of money, without consulting them.’

  ‘You keep saying this without explaining it. How will they make a lot of money?’

  ‘They’ll be offered a high price for their Henry Morcar shares.’

  ‘I see. And is this ethical idea a general view in business?’

  ‘Of course. We have a responsibility to our shareholders.’

  Chuff was silent till the table was cleared. Then he said: ‘This was my grandfather’s business and I shall fight to retain its independence. Though how one fights in these circumstances, I don’t know.’

  ‘Alfriston and Howard will tell us.’

  ‘Who are Alfriston and Howard?’ said Chuff impatiently.

  ‘A leading firm of merchant bankers whom we have retained. They will advise us.’

  ‘Us?’

  ‘I shall support you.’

  ‘You will?’ said Chuff, surprised.

  ‘I shall.’

  ‘Why?’

  ‘I think it’s the right thing to do.’

  ‘Well, thanks,’ said Chuff reluctantly.

  ‘Oh, don’t thank me. My aims aren’t the same as yours. By putting up a fight we shall get the best price for the shareholders’ shares.’

  ‘And for our own, of course. Very ethical,’ said Chuff.

  ‘I’m being perfectly frank and open with you, Morcar, as I have been throughout. You’ll admit that, perhaps.’

  ‘Oh, I do.’

  ‘There’s no need for us to quarrel personally.’

  ‘I don’t think I can help it,’ said Chuff.

  Nat laughed, and in spite of himself Chuff gave a grim smile.

  ‘We’re on the same side, Chuff, and must fight the battle together, up to a point.’

  ‘What point?’

  ‘They make an offer so large that no one in his senses would refuse it. In that case our shareholders will sell. Hamsun’s will buy; heavily equipped with shares they will demand seats on the Board and be a perpetual nuisance there. In that case, better to sell out completely and let them take over.’

  Chuff looked his Chairman in the eye. ‘Never,’ he said.

  The building which housed Messrs Alfriston and Howard was a fine one; post-war, of an austere elegance. Its furnishings were highly expensive but quietly tasteful.

  ‘Jonathan would like this,’ thought Chuff wistfully.

  They were ushered into the presence of Messrs Alfriston and Howard. Howard was short and dark. Alfriston taller and fair. Their dark city suits were of such excellence that Chuff at once decided to change his tailor. He had been prepared to dislike them as smooth city slickers, and was disconcerted to find his impressions favourable.

  After a few preliminaries, in which the two Annots-field men were courteously greeted—Nat was hailed as Major Armitage, and it suddenly occurred to Chuff that possibly he did not like being addressed as Nat by a man so much younger than himself as Chuff, or as Uncle Nat by a non-relative—the four men sat down together, Howard opened a folder which lay in front of him, and they began business.

  ‘We gather that you are not in favour of a merger, Mr Morcar,’ said the fair Alfriston.

  ‘That’s right.’

  ‘There are many points in its favour. It would secure you more efficient running, a more economic use of capital, a wider market. Large units are more able to cope with European competition.’

  ‘We cope pretty well already,’ said Chuff with satisfaction.

  ‘We agree there. Henry Morcar Limited is a valuable company.’

  ‘Yes—look at our dividends,’ said Chuff as before.

  ‘Shall we take a look at the whole financial structure?’ said Alfriston. He nodded to the dark Howard, who proceeded to give in a quiet, cool tone every possible financial detail about Henry Morcar Ltd—its dividends for the past five years, its capital, its subsidiaries Daisy Mill and Old Mill, its labour force, its wages bill. In fact, he put forward a great deal more about Henry Morcar Ltd than Chuff knew himself.

  ‘How did you learn all these details?’ he said, trying not to show his dismay.

  ‘It’s a public company—the details are available,’ said Alfriston mildly. ‘In fact, your company is a first-class proposition, Mr Morcar, and the price per ordinary share offered by Messrs Hamsun, which we have received from their financial advisers, is quite unacceptable.’

  ‘What is their price?’ murmered Nat. (He was looking pinched and faded, Chuff thought, and it occurred to him to wonder, not without an unkind pleasure, how Messrs Armitage would come out of a searching analysis such as Howard had directed upon the Morcar firm; not too well, he thought.)

  ‘Twenty-five shillings per ordinary £1 share.’

  ‘That’s ridiculous,’ said Nat.

  ‘Quite. Thirty-five would be nearer the mark,’ said Howard.

  ‘Still not enough. Particularly as you are not eager for the transaction,’ continued Alfriston. ‘I believe Messrs Hamsun are not looking for a quick bargain; they genuinely wish for a productive merger.’

  ‘They’re Lancashire people and know nothing of wool,’ growled Chuff.

  ‘No, no! Their main works are on the fringe of the West Riding and they have a considerable textile reputation. Our task is to push them into raising their price to an acceptable level.’

  ‘But what’s the good of it all, Mr Alfriston?’ said Chuff. ‘We have very few shareholders outside the family, and the family do not want a merger. We can vote down any shareholders who desire one—if indeed any do. I appreciate the advantages you mention,’ he went on, rather pleased with himself for sounding so statesmanlike, ‘but to me, independence outweighs them all.’

  There was a pause.

  ‘Mr Morcar,’ began Alfriston, ‘how did you first get to know of this proposed merger?’

  ‘By the letter Hamsun’s sent me, of course—
I sent you a copy,’ said Chuff, irritated.

  ‘You hadn’t noticed any movements in Morcar stock lately?’ said Alfriston in his smooth courteous tones. Chuff remaining silent, dumbfounded, he rephrased the question: ‘The Company Secretary hasn’t reported to you any sizable number of re-registrations?’

  The angry blood rushed to Chuff’s face with such force that for a moment his vision blurred. ‘It’s Susie!’ he shouted silently to himself. ‘She’s sold some of her shares! Jonathan didn’t want any of Grandfather’s money, I remember. By God, if Jonathan has done this to me, I’H break his damned neck.’

  He came to himself to find that Nat had touched his arm and was looking at him with concern. Messrs Alfriston and Howard were also directing upon him glances of compassion.

  ‘Then there is your Pension Scheme,’ proceeded Howard kindly: ‘I am not sure whether we ascertained that one did exist.’

  ‘I think not,’ mumbled Chuff hoarsely.

  ‘That may perhaps be a good thing in the present situation,’ pursued Howard. ‘The Trustees of Pension Schemes often invest their funds in the firm itself, if the firm is a good investment, and thus, you see, they can hold the balance of the voting. I am sure you see the significance of this.’

  ‘I see it.’

  ‘You will have to convince them particularly, as large shareholders, of whatever course of action you wish to follow.’

  ‘I don’t think we have a Pension Scheme,’ mumbled Chuff again. The ensuing silence convinced him that in fact they had such a scheme, and he cursed the mild elderly clerkish employee who acted as Company Secretary, for leaving him uninformed on these essential details. He then gathered himself together and made the greatest effort of his life.

  ‘Gentlemen,’ he said quietly: ‘As you can see, I am completely ignorant of these financial matters. I have always devoted myself only to the textile side. I shall be grateful if you will instruct me.’

  At these words the artificial calm of the faces of Messrs Alfriston and Howard relaxed a little, and they spoke a trifle faster and in warmer tones.

  ‘The next move will be Messrs Hamsun’s announcement of the proposed merger in the press,’ said Alfriston.