Transparency

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Transparency Page 8

by Jeanne Harrell

And when he whispered, “I love you, Beth,” she forgot everything else they’d been talking about. What mattered was that they were together and happily, now, at this very minute. It was a defining moment…

  * * *

  CHAPTER THIRTEEN

  The next day, they made it to the airport just in time to make the flight to Reno. Beth hadn’t known what in the world to pack since Bryce gave her so little information to go on. In the end, she’d packed lightly, as had he. She figured if anything unusual came up, she’d buy what she needed.

  Bryce thought he would have about two hours to discuss the options with Beth and let her help him choose the best one. It had become a natural progression to seek out her advice. Beth had always been more grounded than he was and he wanted to sound her out.

  Once the plane took off, Bryce brought out some papers from his briefcase.

  “Ready?”

  “…Go…”

  “There are a few options and I want you to help me choose the best one.”

  “Okay…” She glanced into his studious face. “…But you do realize I know nothing about business, right?”

  “This has more to do with right and wrong, than business deals.”

  “I can do that…” She smiled at him and he smiled back.

  “I love you…”

  “…Now I can really do that.” She kissed him lightly.

  “All right. Option one – I need to give you some background information first… Congress passed the Williams Act in 1968 requiring companies to disclose to the Security Exchange Commission how they plan to takeover another company.”

  “Disclose how?”

  “Well, the acquiring company – mine – has to reveal the funding source and how the acquisition of the company – the manufacturing plant in Gardnerville – will be accomplished.”

  “I still don’t understand.”

  “It means I have to tell them where the money will come from to buy them out, why we’re doing it and how it will be done. Every step has to be revealed, chapter and verse. It has to be very transparent.”

  “That sounds good. What’s the problem?”

  “…It doesn’t stop the deal from going through. The company still loses out.”

  “So… What if you don’t tell them everything?”

  “Exactly… That was my first thought, but there’s a major problem with that option.”

  “What?”

  “I’d be lying to them by omission, which I don’t want to do. Also…”

  “…Also?”

  “I would go to jail probably for violating the Williams Act. Nick too.”

  “I couldn’t care less about Nick, but I sure don’t want you going to jail. Next option…”

  He laughed. “Thanks, sweetie. That’s what I was thinking too.”

  A flight attendant came by for drink orders but they declined anything. There was too much to accomplish right now and no room for sodas on the tray tables.

  “Okay,” said Beth. “What’s next?”

  “There’s the White Knight strategy.”

  “That sounds good… What is it?”

  “This Gardnerville company could seek an alliance with another investor, one they want to do business with. They ask the White Knight investor to acquire them instead of us. It happens a lot actually to ward off hostile takeovers.”

  “What’s wrong with that idea then?”

  “There’s not enough time and probably no takers. It’s too small a company to even have a White Knight to help them out.”

  Beth bit her lip. “This doesn’t sound good for the Gardnerville company.”

  “Wait… There’s a few more options.”

  “Good…What now?”

  “My company is interested in taking them over for several reasons. The biggest reason is that they have too much cash on their balance sheets.”

  “And that’s bad? It just means they’re profitable, right?”

  “…Too profitable. That cash makes them vulnerable. They would need to reinvest that money to look less vulnerable.”

  “Boy, that sure sounds crazy – That they can be too profitable.”

  Bryce shrugged. “I didn’t make the rules.”

  “What’s wrong with that option? Can’t they reinvest that money?”

  “Yes… So that could work. Let’s keep that one in mind.”

  “… There’s more?”

  “One more.” He smiled at her. “How are you holding up?”

  She laughed. “I’m sure getting an education in the world of high finance. I can’t wait to start you with Beginning Music Theory…”

  “You’re on. I’d love to learn music theory.”

  She raised her eyebrows. “I’ll remember you said that.”

  He shuffled a few more papers on the tray table.

  “Okay… Last option. I could explain to the company owner about how to establish an employee stock ownership plan. It’s a tax qualified retirement plan that gives the employees ownership of their company. If the employees owned the majority of the stock, they would probably vote with the current management and not allow a company like mine to muscle their way in.”

  “Wow! I love that idea!”

  “So which option do you think I should pursue?”

  He looked at her expectantly. Beth’s opinion was important… He’d already thought about which he’d prefer, but he wanted to make sure it was the right way to go. Beth would know…

  “The last option is hands down the best. With employee ownership, it seems like a company would do so much better… The employees would make many of the important decisions and productivity would be higher.”

  He laughed. “Are you sure you don’t have a degree in business? That was a very astute comment.”

  “Nope, but that option gets my vote.”

  He looked at her admiringly. “I adore you, Beth Lane. Have I mentioned that before?”

  “Yes, but you could keep mentioning it. It’s very pleasant to hear…” She laughed. “So… Which option are you choosing?”

  “You just confirmed for me that the last one was the way to go. I was favoring the employee ownership plan myself, but I’ve been wobbling of late. I needed your sounding board.”

  “Good… Now what?”

  “I’ve already called the Gardnerville company attorney who will be meeting us at the airport. We’re going to go right into negotiations with the company owner.”

  “Great!” Beth clapped her hands. “That’s wonderful…” A minute later a cloud came across her face.

  “Beth?”

  “This is going to save the company from takeover, isn’t it, Bryce?”

  “Yes, it will.”

  “So it’s a happy ending for them, but… how about for you?”

  He gave a short, dark laugh. “… Not such a happy ending.”

  “You’re going to get fired, aren’t you?”

  “… Probably.”

  “And then what?”

  “… Something else down the road. I’ll survive.”

  “Would you survive in San Francisco?”

  He looked over at her. “Is that what you want me to do?”

  “Yes, yes – a million times yes!” Her eyes absolutely lit up. “Please get fired, Bryce and come back to San Francisco with me. There won’t be anything left for you here.”

  “Possibly not.”

  “… So?”

  “Can we revisit this conversation a little later?”

  Her face fell. “You don’t want to come back with me? I have no life here, Bryce. I have a good job in San Francisco with the Philharmonic.”

  “Please, Beth. No more life changing decisions right this very minute. Let me get through the day first.”

  She pouted, which made him laugh. “If you don’t come back to San Francisco with me, I’ll…”

  He smiled at her. “… You’ll what?”

  “I…I won’t sleep with you anymore.”

  “Starting when?”

&
nbsp; “… Starting on this trip.”

  He grinned… She was so damn cute, wholesome, sweet, sexy and someone he wanted to make happy for the rest of her life.

  “I love you, Beth, honey. Have I told you that recently?”

  “Probably over an hour ago, but I need to hear it hourly to get the most impact…” She grinned back at him.

  “I can’t wait to get you alone…”

  “I’m going to hold you to that, mister…”

  Then the flight attendant told them the plane would be landing soon in Reno and to put up their tray tables, etc. They laughed again and started putting away all the paperwork they’d been going over. Bryce began mentally steeling himself for the task ahead. He looked over at Beth and took her hand.

  “I want you to come into all these meetings with me. All right?”

  She gulped and then squeaked, “Why? Whatever do you need me for?”

  He looked deeply into her beautiful brown eyes. “I need you to give me the strength to do this deal and to do it right. You’re my good luck charm, Beth. Please?”

  She rolled her eyes. Ever since high school she hadn’t been able to refuse him. What was it about this guy anyway?

  “… Okay, but you’re going to every concert the Philharmonic performs this season.”

  “Is this a negotiation?”

  “Yes…”

  “… All right. I agree…” And they shook hands on it.

  * * *

  CHAPTER FOURTEEN

  Once the plane touched down in Reno, the Gardnerville company attorney, Stan Wood, picked up Bryce and Beth to drive them down to Gardnerville, some fifty miles south of Reno. They began discussing the negotiations in the car on the way down and practically had an agreement before reaching Gardnerville and the manufacturing plant. Stan got on the phone with the company owner, Rick Sterling, and had a meeting set up for the second they arrived in town.

  The manufacturing plant was on the other side of the small, rural town of Gardnerville, Nevada. It was obviously an old town, situated in a valley ringed by snow-covered mountains. Driving through, Beth stared out the window most of the time that the men were talking in the front seat. She hadn’t seen mountains for a while, since leaving Carson City – And there were no mountains on the Peninsula in San Francisco. Las Vegas was out in the middle of a desert… Mountains were a unique sight. She tugged on Bryce’s sleeve.

  “What, honey?” He glanced at her in the back seat. She had her nose glued to a side window and he smiled at her.

  “I’d forgotten about the mountains, Bryce. Look around you…”

  That was another thing he admired about her. She was in the moment – He might be three steps in the future, but Beth could always pull him back to appreciate the here and now. He looked out his window admiring the view as Stan smiled at them both.

  “It is a beautiful sight, isn’t it, Mr. Barron?”

  “Yes,” Bryce agreed. “We both grew up in Carson City.”

  “… Really? Is that what caused your change of heart about our company?”

  Bryce shook his head. “No, there were many factors that went into that decision.” Beth nodded from the back seat.

  Stan was confused, but he wasn’t going to look a gift horse in the mouth. Whatever had happened, he was happy about it. He pulled up the car in front of the huge manufacturing plant just on the outside of town. The company owner, Rick Sterling, was waiting for them.

  When everyone was out of the car, Stan made introductions.

  “Mr. Sterling, this is Mr. Barron of Las Vegas Financial Trust.”

  They shook hands. “Please call me Bryce.”

  “And please call me Rick.”

  Stan turned to Beth. “And this is Beth Lane, Mr. Sterling.”

  “Again,” he smiled, “call me Rick.”

  “… Only if you’ll call me Beth…”

  He looked at Bryce. “…Your assistant?”

  Bryce laughed. “Nope, my girlfriend…” Beth shrugged her shoulders.

  When Rick and Stan both raised eyebrows, Bryce chuckled again.

  “… It’s a long story, but she’s here to help me.”

  They nodded and showed the way to a conference room in the front part of the plant. Passing people working at various jobs along the way, Bryce received looks that he was used to --- He recognized the fear on their faces. They all thought he was coming to dismantle the company. Beth kept close to him and clung to his arm. She’d never experienced a situation like this before and it scared her to think people would be afraid of her.

  Once they were in the conference room Bryce laid all the necessary paperwork in front of him on the table, and began to go over the process for Rick, as he had with Stan. Rick and Stan both approved the idea --- Rick was as surprised as Stan at Bryce’s change of heart…

  It took the morning to explain how to set up the employee stock ownership plan, but once everyone understood the process, Stan made a few calls and put the start-up in motion. Rick had lunch brought in for them and towards the end of the workday, Bryce’s plan was well under way.

  Rick then called a meeting of the employees and they all walked out together for him to speak to everyone. Standing in the back of the room, Bryce was reminded of the last time he’d been in a room full of employees like this. It had been out in Mesquite, not far from Vegas, and he’d dismantled the company. The poor owner had had to explain it to his employees and everyone had left crying. This time Bryce knew he’d done it right. Beth looked up at him with bright eyes and a smiling face. He took her hand and brought it up to his lips to kiss. Thank God she’d come back into his life… What he was doing now was so much better than the path he’d been on before. He knew even his dad would approve.

  Rick and Stan had been explaining the merits of the employee plan to all assembled.

  “… So that’s pretty much the plan. If you all buy into it, the majority of the stock will be owned by you -- the employees… You’ll be the ones to make the final decision about the takeover. And I’m thinking you would probably side with current management about whether to sell or not.” He received nods from various people in the audience. “Mr. Barron has explained and helped us set up the plan, so you all have him to thank… Mr. Barron? Please wave from the back.”

  Bryce put up his hand and all the employees turned around to smile at him. He received thunderous applause that embarrassed him. Beth was very proud that he’d done this, the right thing…

  “How do we proceed from here?” asked a man down front.

  “Stan is passing around pages that have all the specific information at this time. We are also set up to start processing stock purchases, so when this meeting is concluded, you can do that as well.”

  “Mr. Sterling?” asked a woman towards the back.

  “If we all purchase a certain amount of stock in the company, it will become an employee-owned company?”

  “Yes, Sue, that’s correct.”

  “And this takeover won’t go through?”

  “Not if you all don’t want it to.”

  A collective breath of relief went through the entire room. The frightened looks left faces and smiles took their places. It was gratifying for Bryce and Beth to see.

  After the meeting was over and the employees began their stock purchases, the employee ownership plan was well under way. Bryce and Beth joined Stan and Rick back in his office.

  Rick shook Bryce’s hand.

  “I can’t thank you enough for this, Bryce. But I need to ask you a personal question.”

  “Sure.”

  “What’s going to happen to you? I know this isn’t what your company had in mind for us, is it?”

  “… No, sir, it isn’t.”

  “Then it’s not going to go well for you back in Vegas…”

  “No, but don’t worry about it. I know this is the right thing to do.”

  Rick smiled. “I haven’t heard many businessmen in a while doing what was right, instead of what was prof
itable.”

  Bryce laughed. “You’re right about that. I guess I’m part of a new breed.”

  “Well, good luck to you.” He looked at Beth. “Good luck to you both.” Beth nodded. “But I think you’re going to be just fine.”

  “Thanks.”

  “… What do you need now? Could we loan you a company car to go back to Reno? Just leave it at the airport when you leave.”

  Bryce looked at Beth. “Do you want to stay in Carson for a few days?”

  She smiled broadly. “You bet. There’s a few people I want to see.” He knew she meant his mother. It was a long overdue visit…

  * * *

  CHAPTER FIFTEEN

  Bryce happily drove north up through Carson Valley into Carson City. With Beth beside him, he had literally come home. He’d called home many times, but he hadn’t been here for nearly a decade and was surprised at the developments over the years. Beth hadn’t been back in a few years either, but smiled at his happy rediscovery.

  “Turn right at the next corner,” she instructed.

  “Why?”

  “I want to drive by the high school.”

  That cracked him up. “Trying to stir up a few old memories?”

  “I sure hope so. They’ve been flooding my brain since you came back into my life. Why should you be any different?”

  “You’re right.” He looked over at her. “I’ve done little else since we got back together, Beth. Remembering has been wonderful, yet painful.”

  Driving by the old school, Bryce parked the car in the front parking lot and they just looked at it for a few minutes. Memories fluttered like flurries of butterflies.

  “This is where it all started for us, honey.”

  “Yup. Good times…”

  He smiled at her. “I remember some really good times out by the football field at night.”

  She laughed. “You’ve always been such a sexy devil… My mother thought you were a bad influence.”

  “Bad influence?”

  “You know… stealing me away from my piano practice.”

  “I never would have tried to steal you away from that. You were so good and I was terribly proud of you. I loved watching you play at the concerts.” She smiled at him.

 

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