It sat for weeks just inside the loading dock door next to the huge dehumidifiers used to dry out the building. But the sofa remained soggy. After someone tracked the awful smell on the lower level to the moldy sofa, the thing was finally banished outside onto the loading dock to await the monthly bulk rubbish pick up.
More than fifteen months had passed since Jim Fisher first found the sofa abandoned in Jeffrey Elkins’ former office. It had traveled from the dark corner of a deserted executive suite through a series of users all over the building. Each person had prized the sofa for a different reason.
The sofa on the loading dock looked forlorn and forgotten, but even there it wasn’t lonely. Don “don’t call me Miami Vice” Johnson was an old homeless guy who hung out near lakeside and slept in the woods until the weather turned too cold. He discovered the yellow sofa soon after its relocation to the loading dock. Although damp and smelly, it was the softest thing the old man had slept on in a long time. Don Johnson had been homeless long enough to know that a human nose exposed to bad smells would eventually tune them out, unless it was the smell of sickness or something long dead. With his equally odorous sleeping bag rolled out on top of the lopsided mass of sagging leather, he found he could get his old bones quite comfortable. Plus, in the event of rain, the loading dock was partially under cover.
The night Mr. Johnson first discovered the sofa, it sat facing the parking lot. Standing on one arm of the sofa under cover of darkness, he was able to reach up and unscrew the outdoor overhead spotlight that lit most of the loading dock. Then he proceeded to maneuver the sofa bit by bit until it faced the building. Jim Fisher would have appreciated the way old Mr. Johnson carefully worked first one end of the sofa and then the other to position it where he wanted it. Anyone passing by would see the back of the sofa but not the person sleeping on it. If it weighed 150 pounds the night Jim relocated it to his office, it now weighed twice that much, water soaked as it was.
Don Johnson had his routines. Each evening when the last cars pulled away from the building and most of the joggers had finished their circuits, he would wander up to the loading dock and take a look around. When the coast was clear he shifted his old army surplus backpack off his shoulder and hefted it up onto the concrete dock. Following another scan of the area, he pulled his tired old self up onto the ledge of the dock and sat with his feet dangling off the side for a handful of minutes. Sometimes the local security guards made rounds at dusk so he resisted getting too comfortable until they passed by. Once his sleeping bag was in place he would open his pack and extract a pint of Old Crow or some Wild Irish Rose, depending on his fiscal situation. Following his first swig, he settled onto the sofa and reached into his pack again. The two items he brought out next had traveled with him for the past seven years. After placing the pair of objects carefully on the loading dock floor in front of the sofa, he took another pull on the bottle and then the conversation began.
For the better part of two weeks Don Johnson repeated his nightly routine undetected and was long gone before the first cars pulled into the lot in the morning.
One evening, inside the building, young and eager Alex Higgins was working late. Hired post-merger as a junior accountant, he had volunteered to stay all night if necessary to unravel a tricky accounting issue for his boss at Pratt-Miles headquarters in Denver. Alex liked working after everyone else had gone home. It gave him an opportunity to explore the interesting spaces within the old Easton headquarters building. At night, he could relocate to different offices and enjoy a new view each time.
On this particular evening, Alex decided to move with his laptop, cell phone and his project files to an empty office facing the lake. Within the building’s boxy design, this particular office stuck out from the main portion of the building with windows facing three directions. Alex observed that the expansive view of trees, lake and sky was fantastic as long as you didn’t look down. Looking down and to the left provided a side view of the loading dock and the adjacent dumpsters.
Sometime around 9 p.m., after returning from a trip to the men’s room, Alex heard a distinctive voice coming from outside. It was a low tenor voice with a slight southern texture to it. It sounded like half of a conversation. Alex walked to the windows and looked down toward the dumpsters trying to locate the source of the voice. It was very dark at the back of the building, but a full moon helped Alex spot an old man sitting on a sofa on the loading dock. The man was definitely having a conversation with someone, apparently to his left, although Alex couldn’t actually see anyone. The talk continued and Alex looked hard out the window in an attempt to locate the other person. But he couldn’t see anyone there. So Alex listened harder to hear what the old man was saying:
“Don’t you think so? Yep, that’s my thoughts ’xactly. I knew it all the time. He never fooled me once, darlin’,” and then the old man laughed. It wasn’t the laugh of a crazy man, Alex thought. It was the laugh of someone recalling a funny story, a good joke, an old friend who could make him chuckle.
Feeling as though he was eavesdropping, Alex took a step back from the windows, suddenly concerned about being detected by the old man. He didn’t want to interrupt. With just the desk lamp on in the office, he moved into the shadows but could still see the loading dock. He wanted to hear and see more.
“We sure had some good times with him tho’ didn’t we, darlin’,” the man said to the empty space next to him on the sofa. Watching the old guy take a drink from a bottle in his hand, Alex spotted something red and shiny in a pool of moonlight on the floor of the loading dock in front of the sofa. It took a minute for Alex to realize what he was seeing. Then, like an Escher drawing, the objects came into focus: a pair of bright red stiletto high heels. The shoes looked quite worn but in the moonlight appeared to be recently polished. Or possibly they were patent leather, Alex thought. The shoes were parked neatly, toes pointed out, next to the talker’s feet.
“Yes um. Those were mighty fine times we used to have.” Hearing that sentence, Alex realized the old man’s conversation was with an imaginary person in those red shoes.
The voice started up again, but more slurred for the alcohol. Alex shook his head and retreated to the desk, feeling the need to accomplish some work before going home. He tried to focus on the contents of a file, but instead found himself concentrating on what the man under the window was saying. “So what’s it gonna be for dinner tonight, darlin’? Chicken you say? You do like your chicken don’t you now…”
Alex closed the file he’d been holding and decided to call it a night. There was little chance of getting any more work done with his head full of the conversation from the loading dock sofa. Driving home, he began wondering exactly who the old guy was talking to. A past girlfriend? His deceased wife? Possibly his mother? Or maybe a sister? Whoever she was, Alex was fairly certain the invisible person had once been flesh and bone. But why the shoes? Did he take them along when he went for chicken? Did they ever go dancing? Where did he put the shoes while he slept? It was those red shoes, not the stubborn accounting question, which kept Alex awake most of the night.
The next morning when Alex arrived at work, he desperately wanted to tell someone – anyone – about what he’d seen and heard on the loading dock the night before. By the light of day, however, the experience seemed more dreamlike than real. After pouring a black coffee in the office kitchenette, he decided to take another look at the loading dock. Walking to the empty office where he had been the previous evening, Alex wondered if the old man or the red shoes might still be there by the sofa. As he entered the office he heard the sound of a large truck accelerating outside. Alex walked quickly to the window, hoping to catch sight of some remnant from the night before. To his surprise, the loading dock was empty. Even the sofa had disappeared. Again the truck engine roared and he looked across the parking lot just in time to see a city refuse truck pull away around the corner with one end of the old yellow sofa protruding from the back.
Alex sh
ook his head and walked away. It was clear where the sofa was headed, but he tried hard not to dwell on the whereabouts of the homeless drunk and the red shoes.
Easton Transportation – Final Flight
Jake Martin sat at an empty desk he had dragged out into the hangar bay from the office. It was the lone piece of furniture remaining in the building. All outstanding bills for Easton Transportation were paid months ago. At the request of Pratt-Miles management, he recently packed up the subsidiary’s complete onsite files and shipped them to Denver. Jake held on to his own personal flight records, but he wasn’t sure why.
A call had just come in on his Blackberry with news that today’s potential buyer for the hangar was experiencing flight delays and running very late. However, they would definitely be there as soon as possible. So he was waiting.
To kill time he decided to review some of those flight records, but it only reminded him how long it had been since he’d done any serious flying. He handled the papers just to keep his hands busy while he permitted himself some aviation daydreams.
Certainly sometime soon the hangar would sell and he’d start looking for a new corporate gig. Possibly something overseas this time…maybe on the Mediterranean. Effortlessly, Jake’s hands moved over the papers in front of him, reflecting his deepest obsession.
If Jeffrey Elkins had flipped open his laptop at that very moment and logged on to the hangar’s ceiling security webcam, he would have seen a curious sight: an exquisitely folded white paper airplane making a precise arc across the hangar, gracefully pirouetting and landing atop a large squadron of identical aircraft.
Postscript – Some Last Thoughts About Corporations as Employers
Corporations exist to serve their shareholders. The law actually requires corporations to put the financial interests of their shareholders – in the form of profits – above all else, even to the exclusion of the corporation’s stakeholders, such as the community and its employees.
– The Corporation
2004 Documentary Film
Directed by Mark Achbar, Jennifer Abbott, and Joel Bakan
And therein sat the crux of the problem. The Easton Company had been founded by a man dedicated to the common good, the community, and the company’s employees. Later, he founded a nonprofit he nicknamed the Robin Hood Foundation and devoted his retirement years to humanely housing the poor in the nation’s inner cities. Along the way, he received the Presidential Medal of Freedom, changed the face of decaying urban landscapes, and stood alone as a selfless CEO in a business world that was becoming greedy.
In his lifetime, Ed Easton employed thousands of people who came to believe as he did – that the community was all-important, and that every employee mattered. Ed Easton believed in that dream and lived it. When “the money guys” sold out seven years after Easton’s death, many of his disciples were still employed at the company and hundreds of retirees were among the disbelievers about the merger events that unfolded. Shock and disgust were among the emotions of these individuals who called themselves Ed’s Pioneers. The idea that the money guys would break the social contract with the company’s retirees, employees and the community was unfathomable.
Post-Mortem
Steven Pearlstein in the Washington Post insightfully wrote:
“After a major merger, sometime down the road, the merged companies confront a truth everyone knows but nobody seems to remember in the adrenaline rush of announcing a major deal: Mergers and acquisitions are always hard, usually overpriced, rarely as imperative as portrayed – and they almost never work out as planned.”
The terms of the merger in this story called for Easton stockholders to get a thirty-three percent premium on their shares. The news caused Easton shares to advance to more than $60 by market close on the day after the deal was announced. On that same day Pratt-Miles’ shares slipped to close at $30 – less than half the offer price per share on the company they were buying.
At the time, Pratt-Miles executives said the premium they paid was justified because of the potential for higher revenue and lower overhead. Hailing Easton’s collection of properties as well-managed, Pratt-Miles’ CEO said the deal positioned his company to be “the industry leader in all aspects of our business.”
What went largely unrecognized at the time of the merger was that in purchasing Easton, Pratt-Miles assumed nearly $6 billion in Easton debt as part of the deal. Most of that debt was scheduled to come due in less than five years. At the time of the merger, Easton’s senior financial executives had shared with fellow employees behind closed doors, “There is no way Pratt-Miles will ever be able to successfully pay off that debt.”
Pratt-Miles stock never traded as high as the premium price paid for The Easton Company, although it did at one point reach $51 a share. Then, just twelve months later, Pratt-Miles entered a financial perfect storm. In the midst of an unprecedented international economic downturn, the company faced an impending debt payoff deadline for nearly a billion dollars. With no long-term financing available Pratt-Miles found itself on the brink of bankruptcy, with its stock trading as low as twenty-five cents a share.
These issues and problems prompted Pratt-Miles to state in a Securities and Exchange Commission filing that there were “…substantial doubts as to our ability to continue as an ongoing concern.” Then the company proceeded to report a quarterly loss of more than $15 million. Within a month the company suspended its dividend and halted plans for any new ventures. Pratt-Miles unsuccessfully attempted to sell off some of its prime properties in order to pay a $900 million mortgage that was coming due with no lenders willing to provide that amount of refinancing. During the same period the CEO and CFO both stepped down from their positions. Four years, five months and two days after completing its merger with The Easton Company, Pratt-Miles declared bankruptcy in the biggest real estate failure in U.S. history.
Pratt-Miles was clearly the python that swallowed the pig…and choked. Reflective of its times, Pratt-Miles became the poster child of mergers and acquisitions that didn’t work out.
Author’s Note
The novel is a way of speaking the truth that facts fail to uncover.
As is always the case in fiction writing, I have been inspired by people I have known, events I have witnessed, and conversations that did in fact occur, stories I’ve been told and information I have read. Still and all, this book exists solely as an imaginary tale set in very real times.
Readers familiar with the merger and acquisition activity in the Philadelphia to Richmond corridor during the early years of the twenty-first century are reminded that Pink Slips and Parting Gifts is a work of fiction. Events, people, places, statistics, words and deeds have all passed through the doors of my mind’s eye before entering the text of this novel.
The Easton Company, Pratt-Miles, their employees, and other characters in this book as I’ve described them are the stuff of make-believe and imagination. All locations and historical references, corporate lore and news items are used fictionally. Sometimes names have been changed, sometimes not.
Though descriptions and references may hold some kernel of fact or familiarity to certain individuals, all have been fictionalized – even if not entirely beyond recognition, then definitely into the world of fable, make-believe, and legend.
About the Author
Deb Hosey White is an executive management consultant and retirement coach. With more than thirty years experience working for Fortune 1000 companies, she has lived mergers and acquisitions from inside the conference rooms, cubicles and executive suites of corporate America.
A long-time Baltimore-Washington area resident, Deb White now lives and writes in beautiful North Carolina with her husband David.
Acknowledgments
Thanks to my family and fine friends who encouraged this project to conclusion. Special thanks to my rough draft readers and editors, and to my book group buddies in Maryland.
To my husband, David, for his persistent critique and con
stant support, I tender my deepest gratitude.
This book was inspired by many wonderful storytellers who have shared with me their anecdotes, tales and narratives over the years: Bill, Carroll, Cheryl, Kerrie, George, Ron, Rose, Mark, Sandra, Anne, Cindy, Patti, Jane, Brenda, Sally, Laurie, Ellie, Pete, Regina, Norris, Dick, Jeff, Sara Beth, Tony, Barry, Karen, Jim, Mike, Charlie, Nick, Diane, Ann, Roy, Steve, Bruce, Dan, Amy, Stan, Henry, Andy, LeRoy, Fran, Craig, Fairway Eddie, et al.
Finally, a nod to my original Monopoly partners, Tommy and Casey, who never dreamed the scrawny little blonde who never won and always cried would grow up to be a benefits nerd and business guru. Thanks for letting me play.
Table of Contents
PINK SLIPS AND PARTING GIFTS
Introduction
PART ONE
The End
The Beginning
SEC INFORMATION
On the Couch
First Responders
Breakfast Champagne
Jan McCarthy…
In the News – Cotton Candy Stock Market
The Ninety Million Dollar Man
Pink Slips and Parting Gifts Page 23