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Texas Gal
Chapter Twenty-Three Another Paper Plant?
Mr. Grunen was grinning from ear to ear. With obvious elation in his voice, he said, "DD, I'm so happy that I can't express it in words. Those three were almost the death of this company. It was a sad day when they got control."
I smiled back at him. "Well, with a little luck and lots of hard work we can bring this company back from the brink. From now on, when you answer the phone it's the Piermont Paper Company. Okay?"
"Yes, ma'am," he said happily.
"And those three are not allowed in the plant, Eric. If you have any problem with them call me at headquarters in Vermont, otherwise you'll report to Mr. Warren for now."
"Yes, ma'am."
"By Monday you'll start having people descend upon you from Vermont, and we'll start rebuilding this business."
"Yes, ma'am."
I smiled at his two word responses. "Any questions?"
"Yes, ma'am. Uh… what's the telephone number of the offices in Vermont."
Bob Warren gave him his business card and said, "I'll be back down here next week. Probably Tuesday. Just keep doing business as normal, for now."
"Yes, sir, Mr. Warren."
"You can call me Bob, Eric."
"Okay, Bob."
We said our good-byes and left. Earl was asleep in the car but the motor was running and the interior was nice and warm. Earl woke up from the movement of the car as we climbed in.
We were barely under way when John said excitedly, "That was incredible, DD. I never expected them to go for it from the way that they were acting. I'll remember never to play poker with you."
"Yes, congratulations, DD. Well played," Bob Warren said.
"I have to add my kudos also, DD," Bill Marshall said. "Very well done. Good thing that you got that tax and lien information. It's obvious that they weren't going to tell you until after the papers were signed, if then."
"Thank you, gentlemen," I said
John said, "I never imagined that they'd settle for only $750,000. I'm glad that you were negotiating. I would have offered several times that amount."
"This was vastly different from the situation at Piermont, John. They didn't care about the company or the employees; they were only looking to siphon off what they could in order to enjoy an overly luxurious lifestyle. Even though the plant is much larger than our current plant at Brandon, the equipment is run down and they've all but destroyed the business. It's going to be difficult bringing back the customers. Now, how much is it really going to cost to repair the equipment."
"I didn't lie. The amounts that I quoted of $150,000 to get the lines going, and $250,000 to get them in 'good' condition, are the amounts really required, 'if' you called up the factory and had them send reps to do the work. But, since we have our own personnel, I estimate that it will cost less than $40,000 in man-hours and parts. For that it will be in tip-top condition. Mike O'Connell says that the box manufacturing equipment will need about $8,000 to $10,000 in parts to bring it back to prime working condition."
"How soon can you start?"
"I can free up two guys right away without impacting Piermont since we have the new men that we hired for the third shift. Mike O'Connell knows this plant and the equipment, forwards and backwards. He even told me what to look for on each machine. He'll be the senior man and I can send one of the younger guys to assist. It'll be a great learning experience for the new man. We can free up another two engineers if they're really needed, but that will leave us with just one man per shift in Vermont."
"Okay. Keeping box production going is the most important factor right now. We don't want to lose any more customers. Send your two men and have them concentrate on the box making equipment. We don't need the paper making equipment just yet since we have building #2 in Brandon ready to go when needed. Bill?"
"I'll come down with Ron and two of my people on Monday," Bill said, "and we'll start organizing the files. Once we get a feel for what has to be done I can leave them to work there while I return."
"Excellent. Bob, any thoughts?"
"It's going to be tough sledding for a couple of months, DD. I'll get together with Portland and get the paperwork for the purchase started. Then I'll contact the bank and inform them that we'll need 1.5 million now and possibly another 1.5 million over the next several months. The first 1.5 million will pay off the owners and clear up the back taxes and the lien. We'll start contacting creditors right away to verify the accounts payable information and inform them that as soon as the transfer is complete, and we get the accounting system under control, we'll start reducing the debt. That will stall any action that they might have planned for at least 90 days. Then it's just a matter of trying to win back the business that they've lost. We'll have all of the customer invoice files transferred up to company headquarters in Brandon so Matt and his people can go to work on that job after they become acquainted with the product lines."
"I told Mr. Goldblum that we'd include him in the transfer," I said "It was his investigator that got the information about the back taxes and lien so quickly. That not only saved us some problems, but gave me the information needed to close the deal."
"That's the problem with moving so quickly, DD. You really need time to look into all of these matters before you close a deal to buy a property. You really have to slow down a little when you're contemplating an acquisition like this."
"But sometimes you'll lose it if you hesitate."
Bill Marshall said, "I noticed from the accounting records that Oak Mill Paper's largest creditor is South-Core. They were continuing to ship on open account after everyone else, including us, had stopped, even though they weren't receiving any payments. It sounds like they were letting Oak Mill Paper hang itself so they could claim the body as the primary creditor."
"I think that primary predator would be a more apt name for those people," Bob said.
I smiled at the comment and said, "South-Core isn't going to be happy about losing another plant to us."
We continued to talk about the job ahead for the rest of the trip. Even though it meant a lot of work, the thought of bringing a company back from near death was exciting. I never would have even considered it if Piermont hadn't been doing so unbelievably well. The question was, could we do it again? The new plant would more than double our capacity at a time when we were only using one-third of our present capacity. We would have to rely on the paper box business to carry the load of the new plant temporarily. At least the company wouldn't have to support junkets to Las Vegas or drug party sailing trips to nowhere.
It was dark, and almost six o'clock when we arrived back at the office. Since we were running a full second shift, the parking lot was more than a third full although most of the spaces nearest the yard entrance were vacant because the first shift had gone home. As usual, the guard saluted as the limo passed.
"Did you see that?" John said. "Vern actually saluted us."
"This is the limo carrying the Company President," Bill said quietly.
"Oh, right," John said.
Earl stopped in front of the building to let us out. I told him that I would be back in ten minutes so he might as well wait here. Bill and John went to their first floor offices while Bob and I rode the elevator to the second floor. I gave Bob the Letter of Intent because he would handle the transfer from this point on. I put my other files in my office and checked through the messages on my desk. There wasn't anything that required immediate attention so I dropped them back on the desk and left.
As Earl drove us back to the Holiday Inn, I realized how tired I was. The excitement of the day had taken more out of me than I had realized.
Friday was the day of our regular weekly meeting. Nancy set up the conference table and arranged for snacks and lunch. A little before 10 o'clock the senior managers began showing up, and we started the meeting promptly at 10.
I opened with, "Good morning. By now I'm sure that everyone here has gotten the word that we purchased Oak Mill Paper yesterday. For those that were not involved in the purchase arrangements, let me say that we have a tremendous amount of work ahead of us as we try to get the plant back to profitability. The equipment has not been maintained and the customer base has declined due to a variety of factors. The next few months will be difficult but I know that you're up to the task. I'd also like to welcome Ron Collins to his first meeting. Bill expects to be returning home next month and Ron will assume his duties. Bill has done an excellent job for us and he will be missed, but I know that he's anxious to return home. Ron, you have big shoes to fill. Okay, we'll begin as usual with status reports. Bob?"
Bob Warren cleared his throat. "Things were starting to get a bit complacent around here until two days ago. DD has a way of shaking things up. We now have a major new challenge ahead of us. The Oak Mill acquisition more than doubles our capacity, so the Sales Department will have their work cut out for them. Initially we'll concentrate on the paper box business for the Greenfield plant. That's the designation from now on, by the way. Until their paper production equipment is in operation, we'll supply Greenfield's paper and paperboard needs, which will help keep the new third shift busy right from the start. After Greenfield's paper production equipment is operational they'll make their own paper and paperboard, with excess capacity being used to fill company orders. I estimate that Greenfield's boxing operation will only need 1 percent of its own paper making capacity at the start-up of the paper making operation, and 5 percent of its total capacity if we reach 3 full shifts in boxing. That will leave us with a lot of excess paper making capacity.
The Greenfield plant will not be legally transferred until next week, but we're considering it part of our division now because we have a signed Letter of Intent from the owners, with only the pending funds transfer holding up title change. As you can imagine, the records down there are probably a real mess because they were trying to reduce expenses by limiting personnel to the barest minimum needed to keep the business going. We'll have to reorganize things and teach them our accounting procedures, but most of the office functions will be transferred up here anyway. We don't have to worry about a massive layoff because of the already reduced staff size. I'll be traveling down to Greenfield on Tuesday. By then we should already have a better picture."
"Thank you, Bob. Mr. Marshall?"
"I was at Greenfield yesterday and had a chance to get a preliminary look at the books. We're going to have a lot of work ahead us but I'm confident that we can get it under control before I leave. Ron and I will be going down there Monday with two of our people so that we can start. We talked about it this morning and decided that the best thing to do will be to box everything up and bring it back here where we have the resources of the entire department to work on it. The accounting people from Greenfield, who will remain with the company, will come up here to be trained in our procedures before being returned with the appropriate records."
"Thank you, Bill. I think that your idea to bring everything back here is sound. Mr. Piermont?"
"This whole deal kind of caught me by surprise. I had no idea that you were looking to acquire the Greenfield plant, but we'll do our best to handle the sales end as soon as we find out what we're selling and how much it costs. The answers should be in those records that Bill will ship back here. On the home front, sales have been brisk and judging from the amount of repeat business, our customers have been happy with our products and service."
"Thank you, Matt. Mr. Fahey?"
"I spoke with Mike O'Connell last night. He left for Greenfield this morning with Rich Dwyer. They should be there by now, in fact. As we discussed last night, they'll concentrate on getting the box making equipment repaired first. Only after everything is running almost perfectly will they look at the paper production equipment, and Mike will call me every evening with a status report. I wouldn't be surprised if Mike requests a transfer to Greenfield, since he comes from down there and his family is still there. I'll hate to lose him. Everything is running fine here in Brandon, but it appears that we'll have to resume our hunt for more engineers now."
"Thank you, John. Mr. Harris?"
"Everything has been running smoothly, but it appears that I'll be busy calling vendors again. I spoke to Bob earlier and he asked me to help out by contacting Greenfield's creditors and explaining the situation about the takeover and that we'll be paying everyone off once the transfer is complete and we have organized the accounting records."
"Thank you, Ben, Mr. Phillips?"
"We've filled almost all of the vacant positions here. I'll get to work on finding a couple of Engineers for John as soon as I know where they'll be working. I'll also get the employee records from Bill when they're shipped up here so I can start looking at possible rehires for Greenfield as it gears up."
Thank you, Tom. Mr. Turbill?"
"Everything is great in Plant and Warehouse Operations. The rumor mill spread the word on the Greenfield deal this morning. Everyone views it as a positive sign that the company is stable and their jobs are secure. I don't have any problems to report."
"Thank you Mike. Okay, is there any new business on anyone's mind?" Everyone was silent, so I said, "I have one thing. When I entered college in September, I received a college ID with my picture on it. They used a special Polaroid camera that took 4 pictures at once. I would like to institute a similar policy here. Every employee should have their picture taken when they start work. One copy of the picture will remain in personnel, one in payroll, one in corporate, and the final one will be placed on the employee ID card. The card will be needed for the security at the front gate until the security guards recognize the new employee on sight. We will also have to take pictures of all existing personnel. Any discussion?"
Bob Warren said, "It sounds like a good idea. I'm in favor of it."
Everyone else nodded agreement so I said, "Okay. Ben, I'll let you make arrangements to purchase the camera and institute the program. You should also create a form to attach the pictures to, which lists basic employment information and job history, for the copies that will be sent to payroll and corporate."
"Yes, ma'am."
"Is there anything else?"
No one said anything until John Fahey said, "I have a couple of questions about Greenfield." After that we spent the rest of the meeting talking about Greenfield, and continued to talk about it over lunch. By the time that we were done, I believed that everyone was on the same page.
As everyone filed out, Matt stayed behind. When we were alone he said in an incredulous voice, "This was a pretty bold decision, boss. You never cease to amaze me. We've barely gotten this company afloat and you buy another sinking ship."
I smiled and said, "I had to, Matt. You and your department are doing such a great job that we're going to need more production capacity if we're going to adhere to our business plan. Besides, I couldn't resist it. At 2.5 million it was too good a deal to pass up, and we picked up a new line of business with the box making operation."
"That brings up the point that I wanted to talk about. When we were brainstorming back in September, we talked very briefly about creating a catalog of our products. We dropped it because our product line was mainly sold to printers and large companies that didn't need samples. Now that we're going to be manufacturing a product that will appeal to small companies as well as large, a catalog might be useful. We could create a four color catalog and do a sample mailing to see if it's viable."
"How much money are we talking about?"
"Oh, about three thousand should cover it. We'll have to have a photographer shoot the samples, and then the catalog people will do the layout work and print the catalog. Lastly, we have the postage costs."
"And how many catalogs will be mailed?"
"5,000 initially. If it works out, we can send more just for the cost of printing and postage."
I thought about it for a minute. "Okay Matt, let's try it. Ask one of the people who'll be going to Greenfield to bring back as many samples as possible."
"Well… I was kinda hoping that I could go down there and see the operation. I'd like to see if we can use some of the plant equipment as background shots in the catalog."
"Okay Matt. I've been thinking of going back down on Wednesday. We should have the paperwork completed and be ready for the transfer. Would you like to drive down with me?"
"I'd love to."
"Okay. It's a date then. We'll leave here at 9."
After Matt left, I sat at my desk and thought as I stared out at the snow-covered hills. Matt was right that I always seemed to be biting off more than I could easily chew. As I sat there I suddenly remembered what Eric Grunen had said about seeing articles about me in the Paper Press trade magazine, so I picked up the phone and called Nancy.
"Nancy, is there anyone who collects past issues of the Paper Press. I was told that there were several articles about me and I'd like to read them."
"I don't know, Miss Darla. If you wish I'll call around and see."
"Thank you, Nancy."
Half an hour later there was a knock at the door. I said, "Come in" and a young man dressed in work clothes opened the door and came in.
"Excuse me, Miss Drake. Mr. Turbill sent me up with these magazines. He said that these are the ones that contain articles about you."
"Thank you… ? "
"Brian, ma'am."
"Thank you, Brian. And thank Mr. Turbill. I'll return the magazines when I've looked through them."
"Yes, ma'am. I'll tell him."
I put the magazines in chronological order and began to look through them. I was getting a copy of these magazines sent to me but I had never read them since I was so busy at school. I realized that I should have been paying more attention because there was a wealth of information inside.
The first article was almost a reprint of the September article in Log Views. The next three stories were a monthly tracking of the progress of Piermont's recovery. I was credited with pulling the company back from the brink of disaster by my deft handling of the business. I understood why Eric Grunen had said that I could walk on water and turn lead into gold. That's the impression that anyone would get from reading these articles.
I finished the articles and put the magazines, along with a note of thanks, into a manila envelope for return to Mike Turbill. Then I swiveled my chair around again and stared out the window. I thought about today's meeting with the owners of Oak Mill Paper. In two months time they would have lost the company and not received a penny. Instead, I had paid them a quarter of a million dollars each, and then been the recipient of their anger. There had to be a moral there somewhere.
I continued to stare out the window and think about the acquisition as the shadows slowly lengthened and the light dimmed until it was impossible to make out the hills in the distance. Just before 6 pm I called Earl and prepared to leave. I picked up a couple of books from Peter's office on my way out because I intended to spend the weekend reading.
I didn't leave the hotel on Saturday or Sunday. I did use the indoor pool on both days though, and then spent hours sitting on a recliner in the pool area while I read. Although many of the women bathers were wearing the new small, two piece bikini, I stuck with a one-piece because it helped to hide my 'little secret' better.
On Monday morning, Bob Warren stopped into my office with the papers from the bank. "I need your signature for the 3 million dollar loan. We're getting $750,000 now, and we can draw up to $2,250,000 additional as needed."
"$750,000 is only enough to pay the owners. What about the back taxes."
"I found out that the penalty for not paying the taxes on time has already been added into the balance due. We don't save anything by paying off the taxes before March 12th. So we wait until a week before and then pay them off. That way we save two months interest with the bank. We'll also delay paying off the creditors for 90 days while we get the accounts straightened out. It will save us the interest there as well and won't reflect on our credit rating because we have the excuse of paperwork entanglements related to the acquisition."
"What about the lien on the box making equipment."
"We'll just pay that out of our regular disbursement account. Mr. Goldblum will see that a satisfaction of loan is filed. Since the note adds 1 percent interest for each month that it's outstanding, it pays to take care of it right away."
"Good. Will we be ready to complete the transfer on Wednesday?"
"We should be, as long as the paperwork arrives. Portland is sending it via overnight courier. I'll get together with Mr. Goldblum after it arrives to review it. The certified checks will be ready."
"Excellent. Matt and I will be coming down to Greenfield on Wednesday, so we'll be there for the transfer signing."
"Okay, DD. Hopefully the three clowns will be better behaved."
I giggled. "I wouldn't count on it, Bob."
He made a face showing his exasperation with their behavior.
After Bob left I returned to my reading, and stayed with it until lunchtime. When I had finished eating I took a tour of the plant. Each time I toured the plant I learned something new as I related my reading to what I observed. I was determined to learn this business from the ground up even though I couldn't very well go to work in the plant.
I spent all day Tuesday studying in my office, only taking time off for lunch and the occasional phone call or visit.
On Wednesday morning, Matt and I traveled to Greenfield in the limo. Matt was a charming companion to have for the trip and I couldn't believe how quickly we seemed to get there. The three owners were not scheduled to come until 3 pm so we had lots of time to spend looking around.
Mr. Grunen came out to meet us as soon as we arrived and I introduced him to Matt. He invited us back to his office and I noticed that the hallway was lined with cardboard boxes.
"What's this, Eric?"
"Mr. Marshall and his people are boxing up all our records so they can be sent to Brandon and sorted out." As soon as we were seated in his office, Mr. Grunen said, "It's nice to see that the new owner and the former owner are still friends."
"And why not?" Matt said. "This little lady helped save me, and my town. And we're more than just friends, I work for her now."
"Matt is our National Sales Manager," I said. "One of our reasons for coming down here is to get as many samples of the boxes that we make as possible. It will be Matt's job to promote the business now."
"I see. What about our sales department here?"
"That will be moved to Vermont. How many salespeople do you have on payroll?"
"There's just one left."
"If he's willing to relocate, we'll try to fit him into the Vermont office, otherwise we'll try to find something else here. I won't lie to you Eric, there are going to be a lot of changes made."
"I understand that," he said a little sorrowfully. "What can I do to help?"
"Well, right now we'd like to visit the boxing operation."
"Let's go."
Mr. Grunen led the way to the part of the plant where the boxes were made. About half of the machines were operating again today. I noticed that two of the ones that John had shown to be non-working were now in operation. I spotted Mike O'Connell and another man working on a machine that had been operating last week. I walked over and waited until they saw me and stopped working.
"Good morning, DD."
"Good morning, Mike. How's it going?"
"Pretty good. We got a couple of machines going that have been down for a year. We using one of the serious problem machines for parts while we wait for new parts to arrive."
"It looks like you've accomplished a lot in only a few days."
"Well, we worked all weekend. It was a lot easier working when the plant was closed. We were able to clean and lubricate the equipment that has to stay in operation. One of the machines was about to seize up and we were lucky to have caught it in time. There hadn't been any maintenance done at all during the past month. You can't operate that way."
"The owners told me that they had a maintenance man but that he was out sick."
"That was a lie. There was only one man left when I quit, and he quit a month ago. He got so fed up trying to fix machines without being able to get spare parts that he took a job at a truck center in town as a diesel repairman."
"Was he any good?"
"He's the best. He trained me. I started here right after I graduated from trade school six years ago, thinking I knew everything. Harry opened my eyes and really showed me what was what. He doesn't have any trade school or college, but he worked here for eight years after leaving the service when his hitch was up. That's where he learned diesel mechanics."
"Do you think that he'd like to come back?"
"Maybe. I could ask him if you like."
"Please ask him. And have him call Mr. Phillips at our personnel office if he's interested."
"Yes, ma'am."
"Did you have any trouble finding the parts that you need?"
"No trouble finding a source, but I had a little trouble when I tried to order them. Mr. Marshall gave me a purchase order number to use, but the company insisted on COD cash when they heard that they would be shipped to Greenfield. I had to speak with the credit manager, and then wait while he called Vermont to verify that Piermont had really purchased Oak Mill Paper. I guess that Oak Mill has a big debt with them. When he called me back he said that everything was fine and that there wouldn't be any further problems. The parts should begin arriving today or tomorrow."
"Very good. How bad is the situation? I mean how long will it take to get everything here back in A-1 shape?"
"At least a month, maybe two. But we'll have 90 percent of the equipment operational within two weeks, and then we can work on machines one at a time while we go over them from top to bottom. I'm talking about the boxing operation only. The paper equipment is another story. I'd have to say a month with a crew of six engineers just to get it operational again, but it would be better if we could take two months with it and do it right."
"We'll see what we can do. Right now we want this equipment able to be run 24 hours a day, seven days a week. Mr. Piermont and his people are going to aggressively sell boxes so we'll need it."
"Yes, ma'am."
"Who's your helper? I don't recognize him."
"That's my brother, ma'am. He's one of the operators here and he knows this equipment almost as well as I do. I needed someone to help and Mr. Grunen approved it. Rich took today off to go home and see his family. We've been working long hours since Friday. He'll be back tomorrow, and we'll be working through the weekend again."
"Very good, Mike. Don't forget to take some time off for rest yourself. Fatigue is responsible for a lot of accidents and we need you healthy."
"Yes, ma'am. We're cutting back our hours now that we've made some real progress."
"Good. Thanks, Mike. Keep up the good work."
After Mike had returned to work on his machine, Mr. Grunen said, "Do you know all of your employees by first name, DD?"
"No, Eric. It's not always possible, because of turnover, but I try to know as many as I can."
"That's nice. I'm probably the only one that the old owners knew by name, and half the time they couldn't remember it."
"It's obvious that they didn't care about the business or the people, just how much money they could pull out of it. I was amazed when I saw the old Dunn & Bradstreet reports. They took a thriving business that could have given them a comfortable life and almost destroyed it in just five years. But enough about them. Where can we find the samples that Matt's looking for?"
Eric Grunen led us to a small warehouse area adjacent to the boxing operation.
"This is where we package up the completed boxes. In the past we warehoused pallet loads of common sizes, but these days we only produce what we need when orders come in. It's a lot less efficient because we have to keep adjusting the machines for small runs, but it's the way that we've been forced to operate. As we package up orders, the excess from the runs are stored on these shelves. Sometimes we have enough on the shelves to fill small orders, or at least send a partial order if someone is desperate."
Matt said, "We'll need a price list for the boxes as well as full descriptions. We're going to produce a catalog so we want nice, clean samples. Several of each size so we can show them both folded and unfolded."
We spent almost the next hour putting together a collection of samples with Eric Grunen's help. When we were done he said that we had a little bit of everything that they make. I learned a lot by participating in the selection process as Eric explained about the boxes as we went along. The samples were placed into a large shipping box, which was attached to a pallet, and sealed for shipment to Brandon by one of the workers in the packaging area.
When we were done Matt wanted to see the rest of the plant so Eric took him on a tour while I returned to the office area. I found Bill Marshall and his crew working in one of the large, almost deserted, accounting offices.
"How's it going, Bill."
"Hi, DD," he said. "About as expected. This company has been in operation since 1936 so there are a lot of records. I don't think that they ever threw anything away, and you collect an awful lot of stuff in 33 years."
"33 years? This plant doesn't look that old."
"It isn't. This plant is just a little over 10 years old. It was built in 1958. The old plant was located in front, between here and the road. It was torn down after operations began in the new plant. I understand that it would have been condemned anyway. The old man that everyone keeps referring to was pretty tight fisted with a buck. He didn't build this plant until he had to, and, he had the money to do it without borrowing from a bank. But when he did it, he did it right. This building is sound."
"Do we still own the land where the old plant was?"
"Yes, and much more. I found a description of this property this morning and roughly calculated that this plant sits on approximately 160 acres of land. We're pretty rural here, even though we have our own railroad spur, and a major highway access only two miles away, so the land values aren't real high. Still, it leaves a lot of room for future expansion. But I still wasn't comfortable with the amount of money owed on back taxes so I did a little digging. It turns out that there are several other properties in the county owned by the company. I called the tax office in the county center this morning and verified that the company is still the owner of record. That's all I have about it right now. I haven't found the deeds yet and I haven't been able to send anyone to copy down the information from the filed copies."
"Good work, Bill. You know, it occurs to me that if the company owns other parcels in the county, it might also own parcels outside the county that are also going to be lost because of back taxes. We should intensify our search for records of tax payments."
"Right, good idea. We'll have to go back three years. That was when the three owners stopped paying most of the bills."
"Okay. Keep me informed."
I wandered around the rest of the offices stopping to talk to most of the employees for a few minutes, learning names and job titles and exchanging pleasantries. When I approached one desk I noticed that the name plate said, 'Jenny O'Connell'."
"Hi, are you Mike's sister-in-law?"
"Yes, ma'am."
"It's nice to meet you. I'm Darla Anne Drake."
"Yes, ma'am. I know."
"Has anyone spoken to you about your job here?"
"Mr. Marshall told us that the accounting functions will be shifted to Brandon and that we could transfer there if we wished. But I have to stay here, unless my husband transfers up there."
"There'll still be a need for a few people down here. The job duties will change though, and you would have to come up to Vermont for a short time to learn the new procedures. Would that be a problem?"
She thought for a minute. "Well, Mike has an apartment up there which isn't being used since he's staying with us right now. I suppose that I could use his place while I'm learning the new system."
"Good. I'll talk to Mr. Marshall and have him arrange it with our Personnel Manager."
She smiled widely. "Thank you, Miss Drake."
"You're welcome, Jenny."
I continued wandering around until I happened across Bob Warren getting a cup of coffee. "DD, I heard that you were in the plant."
"Just poking around here and there. How's it going?"
"Great. Jeff Goldblum is on his way down. We went over all of the documents yesterday and everything is set for the signing."
"Excellent. Have you spoken to Bill Marshall today?"
"No. I've been pretty busy."
"He found a description of this property. It turns out that we're sitting on a 160 acre parcel here."
"Great. I wonder if the three clowns know?"
"I doubt it or they probably would have tried to sub-divide and sell it off. There are also several other land parcels in the county records where the company is named as the owner. I assume that they'll be conveyed with the sale?"
"Yes. We aren't just buying the plant; we're buying the company. So anything that the company owns, or owes, transfers to us. That includes any properties that the company owns."
"What happens if debts pop up that we don't know about?"
"The sale papers list the debts that we have been made aware of, or learned of ourselves. If there are any others, it may take a court to settle the issue of who is responsible, but normally the debt would follow the previous owners if they engaged in deliberate fraud by concealing information."
"What about unpaid State and Federal Income Taxes."
"I learned from the IRS that all Income Taxes were filed and paid except for the past fiscal year. Payroll taxes are current. Based on what I have seen, I don't think that there are any Income Taxes owed. The three clowns were stupidly taking their money through a payroll account so it counts as a legitimate deduction for the business. During each of the past 12 quarters, only losses were reported as they drained the company. We should be okay there."
"Excellent."
Just then Jeff Goldblum came walking down the hall and saw us in the coffee room. After greetings were exchanged we went to the office that Bob had taken over for his use and sat down to talk. The office that we were sitting in was the office of the original owner. It was only a third the size of my office in Vermont, so it fit in with the 'thrifty' image of the original owner that I had developed in my mind.
We discussed the new information about the previously unknown properties and other matters until we got a call that the three owners had arrived, so we adjourned to the conference room where they were already waiting. I sat by as an observer during the formalities while the papers were signed and the certified checks were distributed.
After the transfer was complete, Mr. Rigney said, "What about the $25,000 that George borrowed on the equipment."
Bob said, "We've assumed that debt and will pay it off."
"But what about us?"
"What about you?"
"A third of that is mine."
"You'll have to take that up with George. We have given you the quarter of a million dollars that we agreed to pay for your interest in the company. We are not here to arbitrate disputes between you three."
Rigney turned to George and said, "You owe me $8,333.00."
George said viciously, "Get bent."
"You either pay up or I'll have you arrested."
"For what? You don't own any part of this company anymore and I don't think that the new owners are going to press charges." He looked at Bob who shook his head.
Rigney looked at Goldblum, "You're a lawyer, can I have him arrested?"
"Anyone can have anyone arrested but you'll be guilty of filing a false police report when they learn that you are not an owner, and you may be arrested yourself."
"Then I can't do anything?"
"You can file suit in civil court and seek damages. Mr. Rokor did break the law if he was not empowered to take the action that he did, even though the new owners of the company don't wish to pursue criminal action in this instance. There is also the matter of tax evasion charges if he doesn't report the income."
"Well, how about it George," Rigney said. "Take your choice, pay me or I call the IRS and report you."
"Go ahead and report me Stephen. My taxes aren't due until April 15th and the money will be reported when I file."
"Then I'll take you to civil court."
Bob spoke up and said, "Gentlemen, we're very busy trying to salvage this wreck that you've sold us. Please take your petty squabbles elsewhere. And since none of you have turned over keys I shall assume that you have lost them, but let me repeat a warning that Miss Drake already gave. If you are found on the premises after today, we will press charges against you. Now please leave."
The three clowns, as Bob referred to them, put on their coats and left, bickering among themselves all the way out. With the formalities taken care of, Jeff Goldblum left. I said goodnight to Bob and set off to find Matt. I found him in the box making plant, helping Mike and his brother.
Smiling, I stepped up to him and said, "If you're through playing Matthew, it's time to leave."
He smiled back and "Aww, just when I was having fun."
As the O'Connell brothers resumed their work, Matt cleaned up and prepared to leave. We stopped by to say goodnight to Eric, Bill Marshall, and Ron Collins, then left. Earl was asleep in the car but it was nice and warm. It had begun to snow so it was a slow drive back to Vermont. We didn't get back to the plant until after six o'clock. We dropped Matt off at the front of the office building and then headed back to the hotel without my even going inside.
Thursday morning found us with eight inches of new snow on the ground. The plows were everywhere and the roads had already been cleaned by the time that we left for the plant. Two large front-end loaders, normally used in the plant for a variety of duties, were scraping the parking lot clean when we arrived. Earl dropped me off and continued around to the back. I had never learned to ski, but right now it was something that I wished I had time to learn. It might have to wait until I finished college though.
As soon as I settled into my office I received a call from an excited Bill Marshall.
"Good morning, Bill."
"It is indeed. We found the tax bills that hadn't been paid, and we located the property deeds in the fireproof records room. I had thought that $640,000 was an awfully large amount of back taxes considering the rural nature of this area. Most municipalities seize the property after three years so you have to have an incredibly high assessment value for that kind of money. The good news in all this is that the properties that the old man had acquired are thousands of acres of woodlands, plus a 45 acre parcel right next to an exit ramp of the new Interstate."
I was speechless for a few seconds. "That's wonderful, Bill. That's a nice bonus in this deal. Good work."
"That's not all, DD. We found deeds and tax records for properties in Vermont, New Hampshire, and three other counties in Massachusetts. It looks like all taxes were paid until three years ago so the properties may not have been seized yet. We'll find out today when the tax offices open. This isn't just a bonus, it's a bonanza."
"Excellent work, Bill. I'll look forward to hearing your report tomorrow at the weekly meeting. Thank your people for me."
"I will, DD. See you tomorrow. Goodbye."
"Goodnight, Bill"
The news brightened up my day. I had gotten lucky again. I wondered how long it would be before the press got wise to me. I spent the rest of the day either studying or working on my report to Grandma. I wouldn't be able to complete it until I was finished up here tomorrow. The plane would be ready from 2 o'clock on to take me home.
On Friday, we started the weekly meeting at the normal time of 10 o'clock. I could tell that everyone was excited. There was a kind of energy in the air.
"Good morning, everyone. Thank you for coming. As usual we'll start off with status reports. Mr. Warren?"
"Good morning, and it is a wonderful morning. I have to admit that when DD told me about her plans to purchase the Greenfield plant I was apprehensive. We had, after all, just gotten things squared away up here. I wasn't looking forward to taking a ship that was 90 percent underwater and trying to re-float her and turn her into a cruise ship. By comparison, Piermont was only taking on a little water when we came in. But I'm willing to admit now that the purchase of Greenfield is probably one of the best deals that has ever been made in this company. And I'm talking about Ameri-Moore, not just Piermont. This deal has turned to be so good that I wish I could claim credit for just a part of it, but that honor belongs solely to DD. She initiated the contact, negotiated to purchase it while Bill, John, and I just looked on, and she deftly maneuvered the owners into selling it when they stalled. We should be toasting DD with champagne instead of tea or coffee, but I ask you to raise your cup in toast."
Everyone raised their cup and said, "To DD."
"Thank you Bob. Thank you everyone. I'm very pleased that things have turned out as well as they have. I owe thanks to John, because it was he who first told me that the Greenfield plant might be available soon. Thank you, John. And now let's move on to Mr. Marshall, if you're done, Bob?"
Bob nodded and said, "For right now."
Bill Marshall smiled and began. "I'm lucky because I get to break the major news today. Bob said that since I did the research, I should be allowed to tell everyone. DD is already aware of the basic facts, but I have learned quite a bit more since I last reported to her. By buying the company rather than just the plant we receive title to everything that is in the company's name. While trying to figure out why the back tax liens were so largely out of proportion to what they should have been for the plant, we discovered that there were three other properties in the county that are owned by Oak Mill Paper, and now us. Two of them are large tracts of forest, more than ten thousand acres combined, and the other one is a very valuable site next to a highway ramp. After I conveyed this information to DD, she suggested that there might be other properties owned by the company, of which we were unaware because they were outside of the county. Since those possible properties might also be in danger of being seized for back taxes, I dropped everything else and launched a search for deeds and tax records." Bill stopped to catch his breath before continuing. "As a result of my search I have found properties in three states, Vermont, New Hampshire, and several other counties in Massachusetts. Based upon what I have learned so far, most of it is forestland with three years of taxes owed. Using the assessed valuations and adjusting to current values, I estimate the current market value of the land, more than 150,000 acres, and timber to be in excess of 10 million dollars. Back taxes owed are only around $80,000 since it is all just wooded, vacant land, in remote locations, to the assessment boards."
Everyone around the table was dumbstruck. They had heard that there was a lot of property but Bill hadn't told anyone the numbers. Matt was the first to react. He started to applaud and was quickly joined by the others. I started to applaud the news as well and then realized that they were applauding me. I got embarrassed and felt my cheeks flush.
As the applause died down, I said, "Well done, Bill. Very well done. You've done an excellent job. We are really going to miss your talents when you've gone back to Portland."
"I don't know, DD. I haven't had this much excitement in years. I might change my mind and request to stay on here. If for no other reason than just to be around to see what you do next."
I giggled and said, "You'd be most welcome if you decided to stay. But I can't promise to provide this kind of excitement all the time. Thank you for your report and the wonderful news. Next up is Mr. Piermont."
"Thank you. Bill's presentation is a tough act to follow. All I can say is our sales are continuing to climb. Also, I received permission from DD to have a catalog made showing the new products in our line from the Greenfield plant. We picked up samples on Wednesday and we're going to have a photographer take the pictures and then get a layout company to make a catalog. It should take about a month to get them printed, and we'll have an initial test mailing of 5,000. In the meantime, my sales people are getting familiar with the products and all calls to Greenfield order line will be forwarded to our 800 number starting Monday."
"Good start, Matt. Mr. Fahey?"
"Everything is running fine up here. No problems. We have two men working at the Greenfield plant, plus one of the machine operators who is very competent has been drafted as an engineer's assistant. Only 50 percent of the equipment was operational when we took over. That number has been increased to 75 percent now. We'll have 90 percent within a month, and 100 percent within two months, with all equipment overhauled and ready for 24-hour operation, if needed. I've been referring to the boxing equipment only. The paper producing equipment will be a minimum of a month if we put a full crew on it. With only the three people that are down there, it will take three months just to get it working, or six months to overhaul it."
"Thank you, John. Mike mentioned to me that there was a former engineer working at a nearby truck center. Do you know if he spoke to him?"
"He did speak to him. The man showed interest and said that he would think it over."
"Thank you. Next up is Mr. Harris."
"We've gotten busy and started calling all of the creditors. They were both surprised and happy to learn that we had bought the Greenfield plant. Almost all are willing to wait 90 days until we get the accounting mess cleaned up. They know that their money is guaranteed and have informed me that we may order anything we want on open account. We will not be bothered for the past due amounts while we get the situation under control and the delinquencies will not be reported to any credit agencies under our name."
"Very good, Tom. You said 'almost all'. Is there a problem?"
"Only one. It's with South-Core. They're demanding immediate payment. Bob is going to address that after we give our status reports. More than a couple of creditors said that they were under the impression that South-Core was acquiring the Greenfield plant. It seems that South-Core sales reps had let that slip last week."
"Interesting. Thank you, Tom. Mr. Phillips?"
"We're hard at work assessing the job descriptions and capabilities of the new employees. So far we've been working from the employment records that were shipped up here, but we've scheduled face-to-face meetings, with each employee, for next week. After that we'll have a better idea of whom we can retain and retrain, and who we have to let go. I don't anticipate any layoffs except in the office areas where those jobs are being transferred here. We'll offer employment to anyone who wants to transfer with their job."
"Thank you, Ben. See me before you leave, please. Mr. Turbill?"
"Everything is fine with me. My people are generally happy, and that makes my job easy. I know that most of them are hoping that they don't get transferred to Greenfield now that we're a multi-plant operation."
I smiled. "You can tell them that we have more than enough work to do here. Although there may be occasions where we have to send a work crew to another plant to help out. But it would only be temporary, and only in an emergency."
"Another plant? Are you planning on buying more plants?"
"I was just talking in generalizations. I don't have any other plans for acquisitions right now. We sort of have a full plate as it is. But I'm always open to suggestions like the one that John brought about the Greenfield plant. Okay, if that's all for status reports, I guess Bob has some news to tell us about South-Core."
"Yes," Bob said. "We received paperwork from their attorneys yesterday demanding payment in full for all outstanding obligations. The amount quoted is roughly $275,000. They were by far the largest creditor of Oak Mills Paper, but of course we already knew that. According to the date of the filing, the paperwork was started on the day before you made contact with the previous owners. So it's understandable that South-Core had begun to consider Oak Mills Paper as their plum, just ripe and ready for the picking."
"What kind of problems do you anticipate with the court action?"
"None whatsoever. Jeff Goldblum has assured me that it's all pretty cut and dried. He'll notify the court that Piermont has just acquired the company, and guarantee that all outstanding accounts will be paid within 90 days, or sooner once the accounting has been done and the amounts verified. Jeff said that in light of Piermont's now excellent credit status, and with the weight of the Ameri-Moore Corporation behind us, the court will almost certainly give us a ninety-day continuance to order to give us time to satisfy the debt. If not, we can draw against the three million loan that you signed for and pay them at any time. But we'll delay it as long as possible to save interest charges.
"Very good. What about the $80,000 in back taxes that we just learned about on the properties?"
"Nothing is in danger right now. If we pay the oldest year before the property is seized, that will give us another full year before it can be seized, but new penalties will be assessed. We'll work all that out next week and take action to ensure that nothing is seized."
"Very good."
"And relative to my previous statements about your quick actions when purchasing property, I apologize. If we had waited and investigated as Mrs. Moore does, we would have lost this fantastic deal."
"There's no need to apologize. I do admit that I'm seen as acting a bit impulsive at times compared to more conservative approaches. But I assure you that I do put a lot of thought into it before I jump, even if I haven't had time to locate all of the possible snags in the pool. One of these days I may blunder badly. I only hope that in the end my successes outweigh my blunders."
"I would say that with this success you can have 10 blunders before you're even close to even. In any case I just want to say that I won't ever doubt you again, just as I never doubt Mrs. Moore."
"Thank you, Bob. I hope that you'll… I hope that everyone here will continue to give me his honest opinion at all times. The last thing that I want is a bunch of yes-men around me. You can tell me like it is without ever fearing for your job. I'll let you know if you've ever crossed the line, and with plenty of warning time. Now, what other topics do we have for discussion?"
We spent the next hour talking mainly about the Greenfield plant. Over lunch, catered by the B&B, we continued talking, and then continued talking over coffee and tea until almost 2 o'clock. I finally called an end to the meeting because I had to get going and the major topics had all been taken care of. I said good-bye to everyone and said that I would probably be back at Easter.
I pulled Ben Phillips aside before he left and explained about Jenny O'Connell. He said that he would take care of it. He also told me that the former engineer from Greenfield had called and requested an employment application form. He had spent some time talking to him and at the end of the conversation the man seemed eager to return to the plant. We would have to wait and see if he returned the form.
Nancy said that she would clean up, so I called Earl and got ready to leave. I asked Nancy to call the airport and let the pilots know that I would be there within 30 minutes. I had already checked out of my suite at the Holiday Inn and my bags were in the trunk of the limo.
Thirty minutes later I was saying goodbye to Earl and thanking him for driving me around. I boarded the plane as the copilot stored my bags in the hold. As I took my seat, I had the strangest feeling that I was getting off a two-week ride on a carousel that had just kept going faster and faster. I had only expected this to be like an Inspection trip, and it had turned into something quite different.
As soon as we were airborne, I took out the report to Grandma that I had begun writing and set about updating it with the new information. I took my time and made it as thorough has possible. As I was reading it over, the pilot announced that we would be landing shortly. I put my seatbelt back on and continued reading, finishing just before we set down.
It was great to be home. Susan, Mary, Judy, and Ricardo all came out to meet me and help me with my bags. Except for Ricardo, we all hugged and kissed like we hadn't seen each other in a year. Ricardo stayed behind to watch the jet takeoff as the rest of us walked to the house. It was almost dinnertime so we dropped my things in my bedroom and went down to the sitting room to talk.
Mother was already there, sewing a button on a blouse, and we hugged and kissed.
Before I could even say anything about my trip, Susan said, "For goodness sake, Darla Anne, you don't have to buy a factory every time you go to Vermont."
It turned out that Grandma had been there last Sunday and had told them about the Oak Mill Paper Company purchase.
I said, "Well there weren't any shoe stores open and I just had to buy something. I found this darling little factory that was for sale so I said, 'What the heck'. But I promise not to buy any more companies during the next three months."
This caused a round of light laughter, and afterwards I started to explain how it had happened. Rosa came in and announced that dinner was ready so we moved to the dining room and continued talking over dinner. The story was such a long one that we sat at the table and talked until almost ten o'clock. Auntie had come in shortly after we began eating so I had had to start the story over again, but I didn't mind because I was just so happy to be with my family again. In two days we would have to return to Austin and school would start again on Monday.
(continued in part 24)
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