by Tom Berreman
“Yes, Mr. Jennings. Everything appears to be in order. I’ll just need to see identification and have you sign the vault register.”
After Brent produced his driver’s license and signed the register, she said “Thank you. If you follow me, we can go back into the vault.”
“Thank you,” Brent said, as he followed her through the door leading to the safety deposit vault, the click of her high heels on the tile floor echoing off the concrete walls. He joined her at box 3148, and the clerk inserted her master key into one of the two slots and stepped back to allow Brent to insert his key into the other. He started to turn it, but the key didn’t budge.
“I’m sorry, Brent,” the clerk said, causing him to panic that he had the wrong key. “These boxes are old, and sometimes you have to jiggle the keys. Here, let me show you.”
She took the key and jiggled it in and out, getting it to turn, followed by the distinctive click of an opening lock.
“Practice makes perfect, I guess,” she said, pulling out the box and setting it on a table in the aisle between the rows of boxes. “Just let me know when you are done.”
“Thank you,” Brent replied as she left the room, shutting the door behind her.
Brent lifted the box’s metal, hinged cover and pulled out its contents. As expected, there were originals of the stock certificates, the wills and the health care directives. But there was another document he had not seen before, a Shareholder Agreement.
The introduction to the document read “The undersigned intend that ownership of all Jennco Corporation common stock remain in the families of the current Jennco shareholders.” Brent read the document in its entirety, trying to comprehend how this might affect his plans to run Jennco.
The agreement provided that if one shareholder received a bona fide offer to purchase their shares, the remaining shareholder or shareholders had the absolute right to purchase the shares at book value. Given the company’s portfolio of intellectual property, its true market value would be many times book value. It also vested all rights and obligations under the agreement to heirs or assigns.
Brent placed the agreement in his briefcase on top of the other documents, pondering how he could use it to achieve his goal of running his father’s company.
Chapter 18.
“Hey guys, sorry I’m late,” Brent said to his siblings as he entered the intensive care waiting room, again greeted by the antiseptic scent. He took longer than he planned to go to the bank, access their father’s safe deposit box and retrieve the original documents. “It’s been way too long…, too bad it has to be under these circumstances.”
Joshua just nodded to acknowledge his brother.
“No worries,” Jessica replied. “Please sit and let us know what’s going on.”
There were no attempts to embrace as most families in mourning would do.
Jessica and Joshua arrived at the hospital an hour before. She picked him up in San Francisco and together they drove to Ventura. To Brent’s relief they had not yet met with the doctor, so they did not know what condition their father was in. This helped Brent lay the groundwork for his heartfelt, yet spurious, attempt to convince his siblings to keep their father on life support as long as possible.
“I met with the doctor, and while both Dad and Laura are in a coma, requiring life support, he didn’t rule out they might recover. He told me all we can do is wait, and pray, but not to give up hope.”
“Come on, Brent,” Joshua said, fighting back tears as he spoke. “You know damn well Dad wouldn’t want to live like that, the tubes in his nose and the electrodes stuck to his chest the only thing keeping him alive. I want to meet with the doctor, and unless he convinces me Dad might pull out of this, we should discontinue life support.”
“Hold on for a minute,” Brent said, trying to maintain control of the conversation. “Something that drastic will require consensus among the three of us, and I’m not ready to go there yet. Jessica, what do you think?”
“When Grandpa died, I was with Dad. You were too busy in New York, and Josh dropped in when he could. Anyway…, we were in Grandpa’s room. They had hooked him up to a ventilator and more monitors than I could count. Dad hugged me and said ‘Honey, if I’m ever on life support, drooling on my hospital gown, promise me you’ll pull the plug. There’s no way I would want to live like that’.”
She too was fighting back tears, and after a moment continued.
“So, I guess I agree with Josh.”
Worried this may be their response, and knowing they were right, Brent paused before he spoke.
“I think we should wait awhile before making a decision we might regret, at least until we’ve had a chance to read Dad’s will.”
The will in his briefcase in the back seat of his car.
“And we should see if Dad had a health care directive. Maybe he already decided for us.”
He had, but not the decision Brent wanted.
“Yeah…, whatever,” Joshua said. “I need a smoke.”
He stood and walked toward the elevators, leaving a waiting room thick with silent tension. After a minute Jessica spoke.
“Brent, a part of me agrees with Josh. But money’s been tight since Tony bought out his partner’s share of the practice. I don’t want to sound selfish, but I agree we should wait to see what the will provides. You know, we deserve to reap the benefits of Dad’s hard work building his company from scratch. The hard work that made Mom a virtual single mother…, and I’m sure helped break up their marriage.”
Both stifled the urge to add that and his affair with Laura.
“You know I feel the same way,” Brent said as he reached over and grasped his sister’s hand. “Can you convince Josh?”
“Ever since Mom disowned him Curt was his only real parent. For God’s sake, he didn’t even come to her funeral. And you didn’t help matters much, siding with Mom, your disgust in having a gay brother a not so well-kept secret.”
“Yeah, I guess you’re right,” he said.
“But I’ll do what I can, he just needs some time.”
“Okay, thanks.”
Chapter 19.
Not the way I thought I’d get here, but it’s where I belong, it’s what I deserve.
After the meeting with his siblings, Brent returned to Jennco’s corporate headquarters. He folded his hands behind his head and leaned back in the leather chair behind his father’s desk in the corner office. He smiled as he pondered how to redecorate what would be his office for years to come.
Confident his plan to manipulate his siblings and control Jennco against his father’s wishes was working, the news he received earlier was an unanticipated boost to achieve complete control of the company.
At an emergency meeting Monday afternoon Jennco’s board of directors appointed Brent interim CEO for as long as Curt Jennings remained incapacitated. Brent rejoiced at his appointment over David Taylor, his dad’s hand selected protégé. The board members acknowledged family was important. But they hadn’t worked with Taylor long enough to appreciate the better choice to run the company. If Curt died, the board resolution continued the appointment pending finalization of probate proceedings.
He pondered whether to fire Taylor to eliminate any competition while he possessed the power to do so, but decided it might be too early to take such a drastic measure. The probate proceedings could drag on for months, giving him time to solidify his control of the company. And he could use the time to extract whatever knowledge he could from Taylor before firing him.
But Brent’s plans for David Taylor’s future at Jennco were moot as he resigned upon hearing the board appointed Brent interim president and chief executive officer.
I am now free to run this company without appeasing my overbearing father.
He was dangerously close to celebrating his father’s demise.
* * *
Across town, Louis Hartwig met with his vice president of corporate intelligence.
“While it
may seem crass for me to celebrate Curt Jennings’ demise, his company is a rudderless ship without a captain.”
“I have to agree, boss,” Scott Jorgensen replied. “We need to ramp up our R&D to get our sensor on the market while Jennco’s scrambling to regroup.”
“It’s more than that, Scott,” Hartwig replied, an aggressive tone in his voice. “We need to pounce on this opportunity, to do whatever it takes to eliminate our only real competitor once and for all. I’ve already implemented a plan to do just that. And step one worked to perfection.”
Jorgensen had no clue what plan he was referring to, so he just nodded his head in agreement.
“Excuse me a minute,” Hartwig said as he stood and walked into his private restroom, shutting the door behind him.
Looking around the expansive office, Jorgensen’s attention focused on the bookshelf displaying Hartwig’s vintage Ferrari race car models. On the second shelf was a thick paperback book, A Mechanic’s Technical Guide to the Ferrari 488 Spider. Recalling Curt Jennings was driving a 488 Spider at the time of his accident, he stood and walked over to the shelf, curious why Hartwig had this book. He pulled it from the shelf and noted a single red Post It flag marking a page.
He opened the book to the chapter on brakes.
Chapter 20.
Allen Ginsburg sat at his desk, contemplating his strategy for sorting out the Jennings’ estate if it should come to that. He received a call from Brent the day before confirming their discussion over lunch that he wanted Ginsburg to represent the Jennings children in any probate that might occur. He also informed him of Laura’s forty percent ownership which would complicate matters. His administrative assistant poked her head inside his open office door.
“Mr. Louis Hartwig is here to see you.”
“Thank you Stephanie, please send him in.”
“Hello Allen,” Hartwig said as he entered the office. “Good to see you again.”
Ginsburg didn’t share the feeling, having sued Pacific Coast Industries several times. But he lost every trial. Each time he was convinced he had an iron clad case, Hartwig was able to rebut his arguments with questionable, exculpatory evidence produced at the last minute before trial.
“Nice to see you too,” he replied without conviction. “Please have a seat and tell me what you want to talk about.”
As they sat at the conference table in the corner of Ginsburg’s corner office with a breathtaking view of the Pacific, Hartwig continued.
“It devastated me when I learned of Curt Jennings’ fatal car accident.”
“You know he’s not dead, right?”
“Well, yeah. But it won’t be long until the inevitable.”
“Yeah, whatever. But I’m sure you came here for more than to express your condolences.”
“Curt and I were always adversaries in business, but held a deep and mutual respect for each other.”
Ginsburg knew their history, stifled his urge to call bullshit and replied “Yes, I’m aware of that.”
“My understanding is that his children are in no position to run Jennco. Brent has a successful consulting career in New York, Jessica is a stay at home mom in Sacramento and Joshua is a graphic artist in San Francisco. I am sure they would prefer receiving cash for their shares, and I am prepared to present them with a rather generous offer to do just that.”
“That’s an expensive proposition, I believe the fair market value of the company is close to two hundred million. Why do you want to acquire Jennco?”
“We are major competitors in the autonomous vehicle components market and combining the two companies would create an industry leader. The savings on R&D expense alone justifies the cost of the deal.”
“I can’t argue with you there, but acquiring the company might be more complicated than you realize.”
“And why is that?”
“Laura Dahlstrom, Curt’s new wife, owns a forty percent share of Jennco, and if he predeceases her, she inherits his sixty percent share. Otherwise, the children inherit his share. Early indications are that a bitter contest over his will is inevitable, and I can’t say for sure how the ownership interests will settle out. Also, Joshua has been estranged from his siblings since he came out of the closet and has grown close to Curt and Laura. If he were to form an allegiance with Laura, or the executor of her estate, together their sixty percent interest would control the company.”
“Interesting, I was not aware of that.”
“And another of your assumptions is no longer accurate. Brent left New York, joined Jennco and was appointed interim CEO. His appointment continues until all probate issues are resolved and Curt’s estate is closed. I get the impression he has ambitions to run the company.”
“Damn, that does complicate matters. Let me reevaluate my offer in light of these new circumstances, and I’ll contact you when I wish to pursue the transaction. But I’m confident that all the parties would accept a generous cash offer and walk away happy.”
“Okay, just let me know what you decide. I will do what I can to present your offer and discuss the pros and cons with the beneficiaries. But I agree that all parties would be better off with cash for their shares.”
“Thank you so much,” Hartwig said as the two men stood from the table, shook hands and walked toward the door. “I’ll be in touch.”
“I look forward to hearing from you.”
“Good to see you again Allen,” Hartwig said as he left the office.
Ginsburg didn’t respond.
Chapter 21.
“Beautiful day today, we should be golfing instead of hanging out at the hospital,” Joshua said as he sat at his comatose father’s bedside, wiping a tear from his cheek. His untainted optimism convinced him he could sense his presence and hear every word he said.
He was the only Jennings child who spent much time with him. He knew the prognosis was bleak, but clung to a small bit of optimism, wanting to be there in the unlikely event his father awoke from his coma. Stranger things have happened.
“How are you doing Joshua?” a nurse asked as she entered the room to check his father’s vital signs.
“Okay, I guess.”
“You look exhausted, you haven’t slept since you got here.”
“Oh…, I’m okay. I just want to be here in case he wakes up. I read an article yesterday about a woman who woke up after seven years in a vegetative state. A well-respected neurologist commenting on the case hypothesized she was in a state of minimal consciousness. It should not be confused with a coma.”
“You love him very much, don’t you,” the nurse said.
“Yeah.”
“Joshua, I’m sorry,” she continued. “I don’t mean to diminish your hope, but I also don’t want you to have unwarranted optimism. Dr. Cunningham studied that incident and concluded the tests he orders for all comatose patients would distinguish between a state of minimal consciousness and a coma. Your father is not in a state of minimal consciousness.”
“So, I’m wasting my time sitting here.”
“Not if it makes you feel better.”
“Yeah, I guess it does. You know, my biological father was a cop killed in the line of duty. Curt adopted us when he married my mom.”
“I didn’t know that.”
“But he always treated me like his son. After my choice of lifestyle all but estranged me from the rest of my family, he stood with me. And I love him for that.”
“Joshua, at the nurses’ station I can monitor your father’s vital signs. I will know if anything changes. So why don’t you get some sleep. The recliner is not a pillow top mattress, but most people have no problem sleeping as they wait. I promise I’ll come wake you as soon as I see anything change.”
“I guess I am pretty tired,” he said, struggling to fight back his heavy eyelids. “Promise you’ll wake me?”
“I promise,” she said as she finished taking Curt’s vital signs and Joshua reclined in the chair.
He was snoring before she left
the room.
* * *
Joshua didn’t hear the orderly enter the room and approach his father’s bedside. As the orderly took a syringe from his pocket and prepared to inject its contents into Curt Jennings’ IV, he didn’t notice that the hose running from the elevated bag to the needle in his arm had wrapped around a vase of flowers on the bedside table. He adjusted the hose to create the slack he needed for the injection, pulling the vase over the edge of the table.
“Hey, what are you doing?” Joshua said, jarred from a deep sleep by the vase crashing to the floor.
As the orderly turned to bolt from the room, he slipped on the water spilled from the broken vase, lost his balance and fell to his hands and knees. He cut his hand on sharp pieces of glass and the syringe bounced under the bed. Not taking time to retrieve it the orderly jumped to his feet and ran out the door into the hallway.
Joshua chased after him, and as he closed the ground between them the orderly turned a corner and stopped as a young nurse’s aide pushing an elderly woman in a wheelchair blocked the hallway. As Joshua turned the corner the orderly tipped over the wheelchair, causing the nurse’s aide to fall and the patient to tumble to the hard tile floor.
Joshua stopped to assist the nurse’s aide to her feet and help her get the patient back into her wheelchair. He saw the orderly duck into a stairwell and after making sure they were okay he continued his chase.
The stairs ended at a door marked Exit–No Reentrance, and as he emerged from the building, he found himself in a parking lot behind the hospital. He watched as the orderly jumped into a late model Toyota Camry and sped away, but not before Joshua could see the license plate.
“KJT837, KJT837, KJT837” he repeated, committing the plate to memory. Reentering the hospital through the main entrance he stopped at the information desk, borrowed a pen and wrote the plate number on his palm so he wouldn’t forget it.
* * *
Returning to his father’s room the nurse he talked to earlier approached him.
“What’s going on Joshua? I heard a crash from your dad’s room, and saw you chasing an orderly.”