A Little Common Sense

Chapter 1
Part 1

The hotel ballroom sparkled with the overhead chandeliers, and the clinking of silverware. I sat, at the head table, with only my senior Vice President with me. I looked around the room, watching as the Board of Directors and shareholders of Henderson Soft Drinks, Inc. Not one of them would return my glance or even look my way.

Beside me, Mike Reardon cleared his throat. He was a thin, fifty-something man, with graying hair. Unlike Michael, my hair had turned snowy white years ago, then again was I was more than twenty years his senior. He had bright blue eyes, that sparkled with the overhead lights. "Kevin?"

"Yes?"

"You realize that the vote today will effectively close our doors?"

"Yes, I do," I said with a shrug.

"Then why do you look so damn smug?"

"How long have you known me, Michael?"

"Since you hired me fifteen years ago."

I nodded. "In all that time, have you ever known me not to have a plan ’B’?"

"Well, no," he admitted with a frown on his face.

"Did you read the corporate charter as I asked you to?"

He shook his head, but didn’t say anything.

I gave him a grin. "Didn’t do your homework, huh? Okay, but my bet is that no one else did, either. I sent a copy of the charter to every shareholder. Here," I said and took a copy from my briefcase. "Read this while I address the adoring crowd."

"Circling vultures is more like it, but...."

I stood up, and headed across the hallway.

A sea of faces, men and women all wearing ’dress for success’ style suits, stared back at me as I walked up to the podium. This time, they did look at me. I tapped on the microphone, waited for the clinking of glasses and silverware to subside, before I spoke.

"Please, everyone, continue eating, but the time is getting late, and we need to come to a decision soon. As you know, this company, the one I founded almost thirty years ago, and built with all of your help, is at a crossroads. Your votes tonight may determine the fate of this company from now on.

"’Choco-Ice’, is the best selling, non-cola, soft drink in the world. In spite of our world class bottling and distribution chains we still have a hard time keeping it, and all the ’Ice" flavors on the shelves. We get millions of case orders a day for people who can’t get it in the stores.

"Then, we have Energen 5’. This is a sports drink, it contains fiber and vitamins and minerals and it’s good for you, a real healthy alternative to water and electrolytes, but it tastes horrible. One hundred out of one hundred kids tested on this product find it ’absolutely yucky’. I know that the Feds have been using a lot of pressure on us to provide a healthy drink, but this isn’t it. But the choice we have before us now is whether or not we scrap our top selling products for a drink that has, at best, marginal sales.

"Let’s use a little common sense here. We can improve our image in Washington by promoting the healthy drink, but it would destroy our image on Wall Street. Our stock prices have already dropped, considerably, and if we go ahead with the proposal and scrap the ’Ice" drinks our stock price will bottom out. We would be looking at bankruptcy within months, so if that is what you want, go for it. If anyone sells their stock shares now it will be considered insider trading, and you will pull a Martha Stewart. Is that clear?

"Now, I have several alternatives to suggest, first and foremost I think we should scrap the Energen project until we can find a way to turn cod liver oil into champagne. If the corporation is committed to Energen, then spin off the ’Ice" drinks into a separate division so that we don’t lose our shirts over this. Lastly, we can ignore this whole mess, tell the regulators that we have a healthy drink, we followed their ’suggestions’ and we go back to promoting the ’Ice’ drinks with everything we have and let Energen die a well deserved death."

I stared out at the crowd feeling like a little boy facing his first public speaking engagement. For a second, the podium looked bigger. I shook my head, and nodded to the head waiter.

"Now, ladies and gentlemen, I know the opposition is very committed to this course of action, so, to help my side, I have ordered the staff to serve each of you, a nice, cold bottle of ’Energen 5’. I want you all to drink it right down, then tell me honestly if we should keep it." Several groans came from the audience. "You haven’t had the chance to enjoy it, yet."

A waiter deliberately brought me a bottle of ’Choco-Ice’. I could swear the entire room watched me as I drank my bottle. I ordered another one. I had forgotten how good the stuff actually tasted.

I stood, waiting as the board members and stockholders forced themselves to drink the product. As the waiters removed the bottles, I signaled the head waiter. Again, the staff brought out trays loaded with "Energen".

"Now then, ladies and gentlemen, I see you have fully appreciated your drinks. I want a show of hands of all of you who want another round? Well? Anyone?"

After a general shaking of heads, one man stood up. "Mr. Henderson? What’s the point of this?"

"I thought you would have figured that out, Mr. Cline. The issue before the board today is whether or not to take a major gamble with our corporation’s future and lose our best selling product line, for this. As all of you have demonstrated, so far people are trying ’Energen 5’ but for some reason, there hasn’t been a single recorded incidence of a repeat sale. I understand the arguments that people will get used to the taste as they realize the health benefits that the product offers, but people are not giving it a chance. They are not buying the drink, healthy or not, again so that they can get used to the taste. I have been telling the board this for the last year."

"Mr. Henderson?"

I gave the speaker a glance. Howard Collins was the major stockholder in the corporation and a driving force behind the push to scrap "Choco-Ice". "I see you haven’t ordered another ’Energen’, Howard?"

"Mr. Henderson - Kevin, I know what this corporation means to you, and to everyone that loves the ’Choco-Ice’ drinks, but we have no choice except to move on. Our standing in Washington has improved tremendously after the introduction of the ’Energen’ line, and the regulators are all but off our backs, now. As painful as it is to give up a winning product, I call for a vote to scrap the ’Ice’ drinks in favor of our new, healthy lifestyle, product."

"That’s understood, but all I am asking for, from the board is a showing of common sense before this corporation goes bankrupt." I nodded to the assembled company and left the podium.

I returned to the table with a spring in my step. I swore I felt like a kid again. Michael looked up from the charter, stood, and bowed.

"I am not worthy. Master, teach me. I want to learn from you. I want to be you when I grow up."

"Patience, my son. I have earned each and every one of these gray hairs on my head. I know I should retire, I’m well past the age, but I still live for moments like this."

"If by chance the vote goes your way?"

"I still win. The corporation stays intact, I can retire and leave you and Robert in charge, and I will take all my grandchildren to Disney World."

He laughed, and looked around the room.

I cleared my throat. "Over the years, I have found out that human nature tends to go toward self interest, and in most cases, greed will always win. Care to bet on that?"

"Not a chance," Mike said and went back to his drink.

After an hour of voting and counting, the results came back, exactly as I expected, Ninety percent of the outstanding shares voted with Howard, to scrap the Ice drinks, and go with Energen.

"When all is said and done, make arrangements to buy back that ten percent that didn’t vote or voted with me," I told Michael. "Pay the current market value."

"Will do, chief."

"And, for the millionth time, ’don’t call me chief," I said and patted him on the back. "Call Bobby for me, would you?"

Mike pulled out his cell phone, and dialed. I took the contraption and waited. "Bob?"

"Hey, Dad, how goes it?"

"The vote went exactly as I expected. Plan B is in effect. You know what you have to do. Tell Carolyn, will you?"

"She’s right here, waiting." I heard him tell his sister the news. "I’ll break the good news to the other side."

"Good. Good night." I passed the phone back to Michael before I headed back to the podium.

"Okay," I said into the microphone. "It’s official. As of Nine PM this evening Henderson Soft Drinks has scrapped the best selling line of ’Ice’ drinks in favor of the healthy alternative that isn’t selling at all.

"I know that not many of you are local, but I wanted to point out something that was all over the news lately. There was a young couple named Turner, just starting out. They had a little boy, and their lawyer convinced them to take out insurance policies for millions of dollars for their son’s sake. The couple was killed, murdered for the insurance money, or so they say. Their son was kidnapped, and is now missing, presumed dead.

"Why is this important to us? Simply, it’s a matter of greed. The lawyer and his accomplices let their greed get the better of them. They were caught almost immediately, and this is also the case at this meeting.

"Now, did any of you folks read the corporate charter I sent out? No? I understand that no one wants to do homework, but if you had read the charter you would understand what I am about to do, and why most of you are so overcome by greed that you can’t use a little common sense.

"By the corporate charter, I hereby resign as President and CEO of Henderson Soft Drinks, Inc. As Chairman of the Board of directors, I accept my resignation. I hereby resign as Chairman of the Board, so the rest of you can fight it out.

"Now," I said and couldn’t help but beam at the audience. "I want to thank you all for following so true to form I appreciate your vote more than I could ever tell you." I watched as confusion spread over the assembled company.

"If any of you had bothered to read the corporate charter as I requested, you would know that all of the patents, and rights to sell and distribute my ’Ice’ line of drinks are in my name, and my name only. They have been on loan to Henderson Soft Drinks, Inc., since the corporation was founded, but since the corporation scrapped that line of business they all revert to me. As of one minute past nine this evening, the Henderson Family Trust Co. assumed full control of the manufacturing, sales and distribution of the ’Ice’ drinks. In fact, we are opening twelve new plants in the morning all around the world so that finally we may be able to meet demand.

"Since the Family Trust is privately held, this means that I will no longer have a board of directors to answer to, or any shareholders either. What this means to all of you, however, is that Henderson Soft Drinks, Inc, the corporation you just voted out of existence for all intents, has one product line left, the Energen drinks. Since you all tasted Energen 5 this evening, how much do you think this corporation will be worth in the morning? We are now golden in Washington, but I bet when the market opens the morning our shares will not be worth a dime.

"I haven’t held stock in this corporation for about a year, in fact I divested all of my shares when the board pushed through the addition of the Energen line over my strongest opposition. Why? I knew then what this meeting would mean to the company, and me, and I have spent the last year renegotiating my contracts with all of our subsidiaries.

"I also know that most of you good people have arranged to sell your shares, at twice the current market value to Merganser and Stork Acquisitions. Is that not the case? How much do you think this corporation will be worth to M & S when they find out they are not buying ’Choco-Ice’?"

"You can’t do this?" Howard yelled out, rising to his feet.

"I already have. I gave you every opportunity to back out. I insisted that you read the charter, did I not? I told you to use a little common sense, did I not? But, once again, greed won. You were willing to sell me down the river to make a quick profit for all of those shares that you hold, that are now completely worthless."

A cell phone rang. I looked over at Howard, who answered the device. He turned a pale shade of white. "Yes, sir? No, I wasn’t aware of that clause in the charter. I see. Robert Henderson called you with the news? You can’t, sir. You can’t. We had an agreement.... I see." He closed the phone, and looked around. "That was Mr. Merganser. He is rescinding his offer to buy the shares."

The entire room panicked. I have never seen so many people yelling on cell phones at one time.

"My work here is finished. I hope you all have a pleasant day tomorrow," I said into the microphone. "Good night."

"Kevin," Howard screamed out. "Kevin, we rescind the vote. We want the corporation to continue as is. We will drop the Energen products. We...."

"Already done, signed and delivered to me. You took a really big gamble, especially after all the money you have been spending on shares these past few months expecting a huge profit. Take it like a man, Howard. You lost."

"I will be ruined in the morning. Most of us here will be, too."

"And would you have rescinded the vote for me, assuming I had no idea what you were planning? In the morning this company would be gone, along with thirty years of my life. Would you have changed your mind about selling your shares to the vultures for me?"

He stammered. I shook my head, motioned for Mike to join me, and together we left the room.

After I outlined my plans for the morning to Michael, I drove home. There was nothing on the news, yet, about my corporate shake up, but that didn’t surprise me. I would need a chance to talk to my employees in the morning.

A rather stylish Lexus sat in my driveway. I saw a light on in the kitchen, and I buzzed my way into the garage. I walked through the kitchen door, not sure what to expect. My security should have been enough to keep intruders out.

"Hi, Pop," my oldest son, Geoffrey said from his seat at the kitchen table. "Coffee?"

"Yes, please, and how did you get in?" I asked as he poured a cup for me. Geoffrey was medium tall, shorter than I was for that, matter and going to fat. At forty, he looked closer to fifty-five. Still had full, dark brown hair, though. His younger brother was starting to lose his.

"I have a key, and a key to the alarm, and the butler did it," he replied.

"Ah, yes, remind me to fire him in the morning. Good to see you, Geoff. What brings you here? Karen? The kids?"

"No, you. I wasn’t there at the meeting tonight, but I have contacts. What the hell did you do?" he demanded.

"Let the Board of Directors and the shareholders dissolve the corporation so that I could take complete control of the company again. They thought they could sell me down the river."

"Pop, don’t you think it’s time to give the company a rest? You’ve been at this since I was a kid. You are a billionaire many times over, but you live in the same house that I grew up in."

"Your mother died in this house, and I have no intention of moving," I said, softly.

"I know that, but I’m sure Mom would have wanted you to go on with your life. You’re still driving a beat up old Ford, when you could have a dozen chauffeurs driving you around in any number of stretched limousines."

"I can only ride in one car at a time, with one driver, and I prefer to drive myself. Look, sonny boy, I am not quite an antique, and I am still of sound body and mind. I see no need to spend any more money on transportation than I already have. I like my Taurus. I always have liked my Taurus, and I will thank you to leave it alone. If you wish to spend all that money on a souped up Camry, go for it. My car starts when I turn it on, and it moves forward when I put it into gear. Other than that, I can’t ask that much from a vehicle."

"Okay, so you took control of the company back from the corporation, but, at the same time. you have effectively ruined the lives of every shareholder in the corporation, and you seem happy as a lark. What are you going to do with the company now that you have it?" he asked, quietly.

"I’m going to do what I do best, make soft drinks. Have you tried ’Choco-Ice’ lately? It’s really good. I now have the ability to make enough product to meet demand, and I am going to give the big boys a run for their money, too.

"As for the shareholders, they voted to bankrupt the corporation so that they could sell out for a huge profit. They deserve this, you know. Or did you still have stock in Henderson, Inc.?"

"No, I listened to you and unloaded it last year. But I have friends that lost everything tonight," Geoff said, slowly.

"So who would you rather see lose everything, your friends or me? That was the only choice I had, and I went with it. I do intend to buy back the ten percent of shares that weren’t voted or voted with me, but nothing else."

"Pop, have you ever thought about retiring? You aren’t as young as you were."

"No, I’m not," I said with a laugh. "Neither are you. Neither are your brother and sister. And your point is? I am still active, I can take care of myself, I can drive myself wherever I want to go, and I can still pull corporate massacres with the best of them. I am not ready to go to some retirement home. In another twenty to thirty years, I intend to move in with one of you, and I will be a burden, but until then I’m happy where I am, and I have no need for mansions, movies stars, swimming pools, or servants." I took a long gulp of my coffee hoping to warm up the ice I felt in my stomach.

"But, Pop, what you did tonight is showing me that you need more help than you think."

"For what? Protecting my interests, and as such the interests of my entire family? I was supposed to roll over, and go bankrupt while a bunch of vultures took apart the company I’ve spent thirty years building?"

The phone rang. "Excuse me," I said and picked up the receiver.

"Dad, hi, it’s Robert."

"Hey, number two son. I wish I could have heard what you told Merganser this evening?"

"I must admit, Dad, I haven’t had that much fun with a phone conversation in years. He took it in stride."

"Yes, because he hadn’t invested tons of money in the stock - yet. Everyone at the shareholders meeting went a little crazy."

"The news is just getting out about Henderson, Inc., and how you turned the tables on your shareholders. I have always been proud of you, but this was a stroke of genius. On behalf of my entire family, and all three million assorted relatives, thanks from the bottom of our hearts. The kids can’t wait to see their grandfather, the hero."

"Thanks for that, Bob. Would you mind telling your older brother that? Here, I’ll put you on speaker."

"What’s with Geoffrey?" Robert asked.

"Bobby, do you have any idea how many people were ruined tonight? Do you know what our father’s actions have caused in the business world."

"Yes, I do. I think the shareholders got exactly what they deserved. I would think that the fact that you won’t be broke tomorrow would help you see things Dad’s way, too. Carolyn’s right here, if you want to speak to your sister."

"Geoff?" my daughter’s voice came over the wire. "You should be here, celebrating."

"That our father has become a corporate shark, ruining the lives of thousands of people? He needs to retire, sis."

"When he just showed the entire world he’s still as sharp as he ever was? Have you been listening to the news? Right now he’s the darling of the media. The story is all over the TV, and so far millions of people are trying to show their support to Dad for saving ’Choco-Ice’ from the ’bad guys’."

"She’s right, big brother," Bob cut into the conversation. "Dad is a hero, and the Family Trust will be bigger than ever. Even with all the new plants I think we will have a hard time keeping up with demand after this."

"What new plants?" Geoff asked, and looked at me.

"The twelve plants that we are opening in the morning," Bob said. "Dad’s been planning this for a year, and I’ve been busting my butt getting everything ready."

"You never told me about this," Geoff said, with a touch of anger in his voice.

"You would never listen," I said, quietly. "You are too busy with your life to be interested in what the family business is doing, remember? You will talk to me about everything but the family business. Bob and Carolyn are the ones who will take over the family business when I am gone, or too doddering and senile to run things anymore, as you think I am now, and you will not have a say in it."

"But I’m the oldest."

"Yes, you are, and that will never change. Geoffrey, some people just do not have business sense, and you are one of them. There’s nothing wrong with that, and you are quite happy being the ’artistic’ member of the family, but I think even you would notice the fact if you no longer had money to be the ’artiste’. But, Mr. Free-Spirit, you are not about to take over my company. You would have let the shareholders win because you are such a good guy. I’m not, I am a businessman, and that is what I do. Corporate shark? Perhaps, when it comes to protecting my business, but I have the common sense to run it. So does Bob."

"That does it, Pop. You need a break, a long vacation at the least."

"I haven’t had one of those since I was a kid, and although I have the money to go to Disney World, I don’t have the inclination to do so at my age, unless all of my grandkids go with me. That could be arranged, I’m sure, but not for a year or two. So, in the mean time, sonny boy, go, paint, find yourself in your art, and leave me and the company alone."

"Bobby, did you hear what he said to me?"

"Sure did, sonny boy. He’s right, too. If you wish to throw all of your income away, leave yourself and your family broke, that’s up to you, but leave us alone."

"It’s getting late, Geoff," I said then, "Bobby, thanks for your time, go back to your party." I hung up the phone. "I have a long day ahead of me, and I need to face every single one of my employees, and I am going to bed. I will say ’good night’ now, and please see your self out."

"Pop, you could come and stay with us for a while."

"Hardly. I’m seventy years old. You see me as a doddering old fool, while the rest of the world doesn’t. You would expect me to move in, try to keep up with your kids, and you would treat me as if I was a child, myself. That might be fun, if I looked the part, but until I do, I am staying right here, by myself, taking care of business." I made a point of walking over to the Fridge and selecting a cold ’Choco-Ice.’

"But what about the company? As the oldest, I should be getting controlling interest."

I sighed, and shook my head. "Would you ask Beethoven to paint pictures?"

"No, but...."

"Would you ask Shakespear to make clay pots?"

"No, but this isn’t relevant."

"You are an artist, not a business man. When you were growing up, I could always count on one thing, the fact that your face always showed your true feelings, no matter what was coming out of your lips. Not that you were a liar, but every time I asked to you taste my new formula, you always said it was good, but your expression told me what you really thought. I worked very diligently to make a drink that would bring delight to your face, and when I did, for the first time, you asked for more. You loved the stuff, and now so does the whole world.

"Your face still shows me everything you are really thinking, no matter what your mouth says. You can’t play cards, and expect to win, as you have proven with all of the gambling debts I have had to pay," I said with a growl. "And you can’t expect to negotiate for the company.

"You’re brother is a businessman, he can take care of the company when I do retire, but you would run it into the ground in a month."

"But I’m the oldest."

"Yes, you are, but stop acting like the youngest. I suggest we stop this rather pointless conversation, and you can go home and whine as much as you like. If you keep this up I might start thinking nasty things about you, Geoff. Do you want me think you have some sort of ulterior motive in this?"

"No, not at all. It isn’t true."

I smiled at him. "Good. I would hate to think that, sonny boy, I really would, but the next time you have a meeting with Howard Collins and Fred Merganser, tell them I said ’hi’."

For some reason, he hurried out the back door.

I cleaned up the coffee, and headed for bed. I felt good, really good. Light on my feet, energized to beat the band, and ready to run five miles. Either there was something in the ’Choco-Ice’ or I really was getting younger. In some ways it would be fun, to be a kid again, and let Mom and Dad do everything for me again. All of Geoff’s kids were almost grown so that was out. But the way I was feeling I’d show him a kid, in fact, if I had to I would show him a little brat.

 

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