Behind the Bonehouse (8 page)

“Y'all know that I knew your father all my life. We both grew up on farms off the old back road to Paris. I heard all about it when he courted your mother, and he sent me pictures of y'all when you were small. We had good long talks when he and Alice were getting to the place that they were ready to move home here, from living in Iowa, and risk every cent they'd put aside to start a business of their own.

“Y'all were grown up by then, and I didn't get to know you that well, but you need to understand that I had nothing but respect for your folks. When they asked me to serve on Blue Grass Horse Vans' board of directors, I felt truly honored.”

The family nodded, and mumbled a few words, though Martha glanced at the wills again, before she looked up.

Russell watched, and then cleared his throat. “We find ourselves in an unusual situation here, and it hasn't been easy for me to decide what tack to take, because just the day before your daddy died, he drew up a new will with a supplementary document, and asked me to rush getting 'em typed so he could sign 'em right quick. We got 'em finished the day he died. We talked on the phone an hour or so before he passed away, arrangin' that I'd bring 'em over here first thing the next morning so he could affix his signature before he went to work.”

Richard, who'd been staring at the wall behind Spencer, leaned forward, his small eyes worried suddenly, as he looked over at Ridge. “He didn't tell me about any new will. How long did you say he made it before he died?”

“First thing the day before.”

Martha had sat up straighter in her chair, and she turned to look at Spencer before she spoke to Ridge. “It's not binding, whatever it says if he didn't sign it. Isn't that right, Mr. Russell?”

“Yep. That's right. But I figured you had a right to know what he intended. That way I'd be givin' you the opportunity to honor his wishes, if y'all were of a mind to.

“Now, as I figure you know, the previous will gives each of you equal shares of stock, voting and nonvoting, and equal shares in his remaining property, which is limited to this house, two horses of no particular monetary value, a modest investment portfolio, and a savings account in the amount of twenty-two thousand dollars.”

Martha said, “That's all?” while she watched Spencer with a speculative stare and fluffed out the sides of her hair.

“It is. Your folks took very little in the way of dividends after the business got out of the red and began to make some money. They bought this house, but other than that, they plowed the profits back in the business. And that takes us up to the new will here.”

Spencer had watched Ridge till then, his face drawn and tight looking, his bright blue eyes partially closed, as though he felt the need to guard them against a punishing wind. But when Ridge mentioned the new will, Spencer stared down at the table, the two files tight in his long fingers.

Ridge said, “Old Booker set a high store by Blue Grass, but not as high as he placed on his family. It played out differently, but the family still came first. So in the new will y'all still get equal voting and nonvoting shares, which means equal dividends, should there be any. You get an equal interest in the house, and all other assets, the same way as before. The difference has to do with how business decisions get made.

“Booker chose to put the voting stock into a trust, with Spencer here being given the right to vote those shares. He would not profit in any way more than the two of you, but he'd vote the shares as sole trustee, and choose his successor as well.”

“I can't believe Dad would do that!” Richard was glaring at Spencer with what looked like anger and anguish, while Martha said, “It isn't fair!”

“Well now, Booker had every right to do exactly what he did. I reckon it was Spencer here havin' horses like he did, and understanding what they need in trailers and vans, and helping Booker the way he did with the design and engineering. He's been directing production right along, and helpin' too with marketin', and I reckon Booker felt like those aspects are the heart of the business, and Spencer knows what it needs.

“Now, I want y'all to believe me when I say that that in no way should be interpreted as though he favored him as a child. I know that for a fact. Booker made that clear as could be when he and I talked. It was just that the business would be best served, from the way Booker saw things, to put the decisions in one person's hands instead of split three ways.”

“That's what it means, does it? That I, as the office manager, contribute less?” Richard threw the new will on the floor and shoved his chair from the table, his fleshy face turning splotchy.

“There was another document Booker wrote as well that established Spencer as president after Booker's passing.”

That was met by a cold silence during which Spencer stared at Ridge, his big hands lying still on the table on either side of the files.

“Did you know about this?” Martha was asking Spencer, while Richard stared across the table as though he were having trouble keeping himself in his chair, his double chin, his small hands, his soft looking stomach almost quivering with agitation.

Spencer looked at both of them before he answered in a deep quiet voice and set his hands on the arms of his chair. “He talked to me about it when he came out to ride the night before he died. I never thought it was a final decision. I thought he'd live for years.”

Ridge cleared his throat in the silence that followed, then turned his pocket watch in a slow careful circle. “If you folks decide you want to honor Booker's intentions, all you have to do is—”

“There's no question of that!” Richard pulled a pen from his shirt pocket and threw it on the table.

“All I can assume is Daddy wasn't in his right mind after Mother died.” Martha crossed her arms across her stomach and tossed her hair back away from her face. “He treated me very differently than he would've before, ever since I moved back.”

“Well.” Ridge looked at each of them in turn, and untied the ribbon on the thick cardboard file. “There're a whole bunch of practical steps that have to be taken in addressing estate issues, so let's take a look at those. First of all, the house will have to be appraised, and its value included in the estate, so that we can establish how much will have to be paid in estate taxes.”

Martha said, “Estate taxes?”

“Yes, ma'am, and with the Blue Grass stock that won't be nothin' to sneeze at. The federal rate is upwards of sixty percent.”

“What!” Richard spluttered.

And Martha looked incensed. “I plan to go on living here. We can't let putting the house in the estate interfere with that!”

“That'll be up to your brothers and you. The house is equally owned. If you want to live here, you'll have to work that out with them. Maybe you could pay rent to your brothers. But with all the money you'll owe in taxes, I wouldn't be surprised if y'all might have to put the house on the market, or sell stock back to the company, or sell Blue Grass outright to an outside buyer.”

Martha said, “That's outrageous!”

Ridge considered her for half a minute, and then looked at the anger he saw in Richard, and said, “I reckon we can meet another time and discuss some of the other issues, if that suits y'all.”

Martha and Richard nodded, both of them refusing to look at Spencer, as he and Ridge stood.

“Can I ask you something?” Spencer shoved his hands in the pockets of his khaki pants, while he squinted up at the flat-bottomed clouds being blown across to the east.

“Sure. I'm sorry about that debacle in there. I know how strongly Booker felt that you should take over the business, and I debated, and debated, whether to say anything about the new will, and now I wish I hadn't. I reckon I made the situation worse, when I'd hoped they'd honor his intentions.”

“That's the last thing either of them wants.”

“
That
came across real loud and clear.”

They were standing by Ridge's car, heat rising off its gun-metal gray paint in quick shimmering waves, and Spencer took off his suit coat before he put on his sunglasses. “Did you know Booker had a heart condition?”

Ridge glanced at him, then looked away, gazing down the length of the driveway toward Midway's main street. “Well, I reckon I did, and I didn't. I figured when he made this new will, that he had some reason to rush it the way he did. I knew he wasn't feeling real well, but he didn't tell me straight out he had some concern with his health. Why?”

“That's what bothers me—that he didn't come out and tell me he had heart trouble. He and I talked. Better to each other than anybody else. We saw a lot of things the same way. We rode horses together. Went to church together too a lotta the time, on top of working the way we did. We didn't agree on everything, but neither of us thought we should.”

“A blind man couldda seen that the two of you were real close.”

“We're both kinda solitary. More than most anyway.”

“Yep.”

“But I thought we told each other everything important. I mean, he told me he felt more tired than usual, and he had heartburn some, but he said it was no big deal.”

“He didn't give me that much. But he made me think it wasn't nothin' neither, the way he was in a rush.”

“I keep asking myself if it was just that he was the kind of man he was. You know what I mean, the kind that minimizes sickness and trouble as a fundamental principle of life. Or did he decide there was nothing that could be done about it, and he wanted to keep on living the way he always had. Riding Buster. Working hard the way he wanted, without me or anybody else makin' a big fuss.”

“Maybe.”

“It also could've been that he wanted to go, 'cause of Mom being gone, and didn't want anyone watching over him, keeping that from happening.”

“Couldda been any one of those.”

“He wouldn't have wanted to be an invalid, I know that.”

“No, he surely wouldn't've. How do you think it'll go with the business, with Richard and Martha votin' their shares?”

“I'll be out-voted on everything, just the way Dad knew I would be.”

“We're gonna have to fill seats on the board too, so you need to think about how to approach that. The way it looks right now, I reckon they might both wantta be on it, and you oughtta come on for sure, so that's gonna mean outside professionals'll have to step down. Sorry to rush, but I gotta go.”

Spencer smiled and nodded, and waved to Ridge as he pulled out, then walked back into the house, wondering what he could possibly say that wouldn't make the situation worse than it already was.

September and October 1963

Because Richard and Martha controlled two-thirds of the votes, they could determine who sat on the board. There were only seven seats, and the banker who'd taken Alice's seat and an extremely knowledgeable breeding farm owner both stepped down voluntarily so that all three members of the family could join the board.

The company's outside tax advisor, a training barn owner, a manager at Keeneland, and Ridgeway Russell stayed on, telling Spencer in private they hoped they could help him with Richard and Martha by teaching and by example.

When Richard and Martha asked the board to make Richard President, the outside board abstained. The family elected the board, and the professionals didn't want to give them an excuse to throw them off and pack the board with their own personal friends. Richard and Martha out-voted Spencer and made Richard President. They then elected Martha Vice President of Personnel and Public Relations (though as it turned out she never worked more than twenty hours a week).

She also thought there should be guaranteed dividends paid out every year, regardless of how profitable the company was. Spencer, along with the outside board, explained why profits vary. That the cost of materials and equipment changes. New personnel hires and capital investments are different from year to year, and all of that has to be subtracted from the income from sales. Sales fluctuate constantly too, especially luxury items like vans and trailers, which don't get bought in recessions. Other factors change as well—taxes and maintenance and accountant and legal expenses—and dividends can't be set arbitrarily because of all those factors. Martha listened, but remained unmoved, while Richard dithered, thereby postponing a decision.

Spencer walked away from that meeting muttering one of Booker's favorite sayings, “Nobody gets it when there ain't any.”
As they're about to find out.

Richard had a very difficult time making the decisions that had to be made by a company president, and spent more and more time out of the office involving himself in his model train and historic train clubs.

But when a trailer design or production decision of Spencer's was involved, Richard, and Martha too, if she was there, began to question and pressure him to reverse whatever he'd chosen to do.

He generally kept his temper, and tried to explain what he was doing and why, but the second-guessing began to really get to him. He talked to the outside board members, and they talked to Richard and Martha, who claimed they understood the boundaries of responsibility and would abide by them and not interfere with Spencer's areas of expertise.

On October 11th, however, Spencer inspected the interior customizing job on a very expensive custom van, and discovered that the padding that the customer had ordered hadn't been put on the ceiling. It was intended to keep a horse from injuring itself if it reared, or threw its head up, or got loose loading or unloading. The heavy imitation leather was in place on the metal ceiling, but the three inches of extra padding hadn't been put in under it.

An experienced finisher had been doing the work, and when Spencer found him and asked why the padding wasn't in place, he looked embarrassed and said that the other Mr. Franklin had told him not to do it. That “it'd cut costs and increase profits if it wasn't put in.”