New York Folks: Updated 2010 Edition

By Dwight Foster

NEW YORK FOLKS narrates the saga of Sure-Lite Brands Corporation, a producer of matches founded in 1893 by Hiram Ryder, a blacksmith's apprentice. Sure-Lite evolves, after a public offering in 1965, into a Fortune 200 NYSE listed corporation with CARSON'S a high growth retailer in the Home Center industry developing into Sure-Lite's principal business. A major power struggle erupts between the Ryder brothers for control of the company. Their struggle attracts predators, ambitious operating executives, slippery investment bankers, and corporate knaves, along with easy and hard ladies sporting high heels and sharp elbows. The narrative is brim with board of directors meeting conflicts, and self minded men and women who occasionally find themselves in foreign bedrooms. They are New York folks.

Dwight Foster is also the author of Shattered Covenants, a seven book cycle narrating the formation, rise, decline, and fall of a major management consulting firm.

• Language: English
• Publisher: iUniverse
• Release date: Aug 24, 2010
• ISBN: 9781450252454

Dwight Foster

Dwight Foster, the author of NEW YORK FOLKS, is a native of Minnesota who transferred to New York City in 1980. He serves as Chairman of Foster Partners Asia, a Shanghai headquartered Human Capital consulting firm. Mr. Foster is a University of Minnesota alumnus, the father of two adult children, and is married to Dorothy Choitz Foster, a well-known journalist and consultant to the cosmetics and fragrance industry. The Fosters make their home in the Pocono Mountains of Pennsylvania.

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Copyright © 2010 by Dwight Foster

All rights reserved. No part of this book may be used or reproduced by any means, graphic, electronic, or mechanical, including photocopying, recording, taping or by any information storage retrieval system without the written permission of the publisher except in the case of brief quotations embodied in critical articles and reviews.

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iUniverse rev. date: 8/13/10

Brock’s Party

December 1979

The caterers came late. They had been scheduled to set up at 1:30 pm. Ilse was distraught. Brock was furious.The silver serving trays had been displayed on a long table on a festive green table cloth. The table spanned the living room and the drapes had been opened to the 46th floor view of Manhattan overlooking the East River.

Ilse had been concerned about the caterers at 1:31, fidgety around 1:45 and near panic at 1:59. Brock had called the caterers, who had a Queens address, at a quarter after the hour. He had been placed on hold which raised his irritation and he had been very direct with the woman who answered the phone for the Prince Street Caterers.

This is Mr. Brock Ryder calling. Prince Street Caterers was contracted by Mrs. Ryder to cater our major holiday party. Our guests will begin to arrive in forty-five minutes. Prince Street is fifteen minutes late. I’d like to talk to someone in charge there. Immediately!

I guess you’re stuck with me this afternoon, Mr. Ryder, A Bronx accent replied. The people who lived on the other side of the East River all sounded the same to Brock. Their grammar was poor. We got a little snow this afternoon. The driving is not good, but Rudy is on his way. Has Jack, your assigned bartender, shown up?

Yes, he was here around 1:15. He’s setting up in the bar now, Brock observed a middle-aged man in a green waist coat and matching bow tie. He seemed to be cheerfully opening bottles.

Could you put Jack on, please, Mr.Ryder? I’m certain Rudy will be there with the serving crew in the next ten minutes. They are accustomed to setting up very quickly.

Jack, Brock’s booming voice sounded. You’re wanted on the phone here, Brock commanded. Yes, Mr.Ryder. Thank you Mr. Ryder, Jack servilely replied.

Brock contemplated having a drink, but held off. He shouldn’t get out ahead of their guests. A drink might calm Ilse down, but he would have to watch her drinking at the party. Ilse was a Swede and accustomed to a liberal use of alcohol with some occasional drunkenness. Brock listened to Jack, the bartender, out of the corner of his ear.

No, Flo. Rudy is bringing the champagne. Four cases. The apartment is beautiful. Yeah, the snow is coming down harder. But you know Rudy. He always makes things work. Good-bye, Flo.

Brock greeted Jack with a glare.

It’ll be okay, Mr. Ryder. Rudy and his crew will be here in plenty of time. You’ve met Rudy, haven’t you?

Mrs. Ryder made the arrangements. It’s the first party she has hostessed as Mrs.Ryder.

It will come out fine. Your guests may be a little late today because of the weather.

Jack, I happen to be the second ranking officer of a major corporation. When I contract for services, I expect them to be delivered at the specified quality and predetermined time.

Yes,sir, Jack responded as the doorbell sounded.

Rudy appeared at the door followed by a pair of woman servers clad in dark uniforms. Rudy was a thirtiesh Italian with slick black hair. The servers appeared to be plain young women in their twenties. Mr.Ryder, I’m Rudy, he greeted Brock. This is Ella and Mavis who will be your servers this afternoon.

You’re so late, Rudy, Ilse said nervously glancing at her watch. Brock slipped his arm around Ilse’s waist and squeezed her gently. His hand felt her body through the silk blouse and guided its way to her thigh. Why don’t you put your dress on now.I’ll see that things are arranged properly. Else’s mouth lifted to meet Brock’s kiss.

This is our first party. I want it to be right, Ilse whispered as she drew her mouth away. Brock watched Ilse she left the living room for the master bedroom. Ilse was wearing white slacks and a blue silk top. She was going to change into a blue floor length gown with a deep vee neck. It had been agreed that she would wear her pearls to the party.

LOOKING BACK—

Brock had purchased the pearls in Singapore the week after he met Ilse. He had been married to Yvonne at the time. Brock had endured nine years of unhappy servitude with Yvonne Sheffield Ryder. Ilse had been a flight attendant in the first class section of a flight to Stockholm. First class had been only half- filled, and there was time to be filled with talk. Ilse had agreed to meet Brock for lunch the next day at the Grand Hotel by the time the plane landed.

The trip had been planned for two days in Stockholm, two days in London, and finally on to Singapore for two days. Brock’s mission had been to review the operations of the overseas licensees and meet key customers. Brock Ryder was responsible for the International operations of the Sure-Lite Brands Corporation. Ilse had joined Brock during the second evening in London and he made arrangements for her to meet him in New York in two weeks time. Brock Ryder had fallen in love.

The Sure-Lite licensee in Singapore introduced Brock to a wholesale jeweler, and Brock settled in on the pearls. Two weeks later in a quiet Upper East Side hotel, Brock presented Ilse with the pearls. He even prepared a little speech on three by five cards, before transmitting it to memory. Ilse had been sitting in a stuffed chair in her black negligee.

Brock perched on the arm of her chair with the pearls in a ribbon gift box. He stroked Ilse’s hair with his right hand with the gift package cradled in his left. Ilse’s eyes moved to the ribbon.

Ilse, we pledged ourselves to be honest with each other since our first lunch at the Grand Hotel. I informed you I was in an unhappy marriage and the best I could offer you in a relationship was for you to be a loving friend. I will never forget that last eveing in London. I dreamed about you on the flight to Singapore. For our next meeting, I wanted to have a gift that would express my love for you. And, Ilse, I have never loved anyone more intensely than you.

Brock handed Ilse the package and she kissed his hand. Brock! They’re magnificent. Isle rose from the chair and walked to the full length mirror. The negligee fell to the floor and the pearls brushed against her bare breasts. They’re beautiful, Brock. Tears formed as she fastened the clasp. No one has ever given me such a gift, she said with her slight Swedish accent flavoring of words. Brock rose from his chair and positioned himself behind Ilse placing his hands over her nipples. They hardened under his touch. Your next gift, Ilse, will be a diamond engagement ring. I want you to marry me. Brock suddenly realized that he had blurted out a proposal.

Ilse turned and pushed her body against Brock. If only that were true, darling.

It will be true. I want you to be Mrs. Brock Ryder. But you must give me time to get things worked out. There was along wet kiss and Ilse untied the sash to Brock’s smoking jacket.

Brock Ryder found that exiting a marriage of nine years duration was more complex and punitive than divesting a subsidiary. He had married Yvonne Sheffield on the day following his graduation from the Tuck Graduate School of Business. Brock had been on a summer internship in Boston at Marigold Foods and had been introduced to Yvonne Sheffield on a blind date in late June. She had been a tall, rangy, athletic young woman , whose height, 5’11, turned a good many men away. Brock at 6’4 was an ideal size match for her.

.A September 1963 engagement was followed by Brock’s completion of his final year at the Tuck School, a six month active duty arranged by his father as a Disbursements Officer in the Adjutant General Corps., and a December 1964 wedding. Brock and Yvonne began their married life in New York City. Brock had joined McKenzie Barber, a management consulting firm. It was represented a beginning step in his father’s career development plan for Brock.

The Chief Executive Officer job at Sure-Lite Corporation was virtually his birthright. Mitchell, Brock’s father, was an attorney by training, and had served in the Judge Advocate’s Corps following his graduation from Harvard Law School. Mitchell Ryder believed it was critical for the leadership of family members to work outside Sure-Lite for a few years before joining the company on a professional management basis.

Brock had spent every summer at Sure-Lite from his sophomore year at prep school through his undergraduate college years. After the conclusion of his junior year at Yale, Brock presented a plan to Mitchell for the reorganization of the company. Mitchell leafed through the report for a few minutes, and suggested that Brock update his thoughts annually as he gained further life experience. It would be good discipline for him. Sure-Lite, one day, would be Brock’s company to run.

McKenzie Barber was a well recognized management consulting firm which hired MBA graduates from the country’s leading business schools. Sure-Lite had been a client of McKenzie Barber for a few years, and a place was made for Brock on the basis that he would resign after a few years of management consulting experience and join Sure-Lite, his family company. Brock was to be treated no differently than any other McKenzie Barber newly hired consultant. That translated into travel.

Brock and Yvonne settled into an East Side Manhattan apartment. Brock traveled and Yvonne secured a low paying job at an art gallery. Yvonne quickly took an instant dislike to New York City and insisted that they take the train to Boston every other weekend. Sex between them was an occasional athletic coupling which produced a pregnancy after eighteen months, and dictated an immediate move to Darien, Connecticut. Yvonne gave birth to a daughter which they named Caroline, and two years later she suffered a mis-carriage. Yvonne decreed that their family was complete.

Brock left McKenzie Barber in May of 1966 and joined Sure-Lite as planned. He was hired with the title of Vice President and Executive Assistant to the President. Sure-Lite had an initial public offering of the company’s shares in 1965, and by 1966 was a $1.7 billion revenue company. Sure-Lite was transforming itself from a paternalistic family-managed company into a major public company. Brock was going to serve as his father’s right hand in the transactions with investment bankers, public accountants, and McKenzie Barber. It had been a heady time for Brock. He maintained a regular room at a Club and traveled extensively. Yvonne managed the life of Caroline, became active in charities, and played a lot of golf. Their overall relationship was correct, but chilly, and they maintained separate bedrooms in the large house in Darien.

The break-up and dissolution of their marriage in 1978 had been a surprise to no one. Regrettably Brock’s timing had been poor.

LOOKING WAY BACK

Hiram Ryder was apprenticed at age 13 to a blacksmith shop. He was the middle son of a drover, and while he excelled in his school work, it was decreed that he find a trade. He developed an interest in match technology and began to experiment in a basement laboratory. Over the years, Hiram Ryder developed what he believed to be a superior match. He named it SURE-LITE.

He founded Sure-Lite Match in in 1886 with one hundred dollars of his personal savings.

Hiram Ryder managed Sure-Lite for the future. He aggressively acquired all of the twelve pioneer match companies by 1910, and welded them together into the Sure-Lite Match Company. He initiated the first advertising program, placing advertisements in consumer magazines. Sure-Lite became the match brand of choice at retail.

In the late 1800’s and the early 1900’s match factories regularly closed because matches made in hot weather were explosive, often in the assembly line. Those made in damp weather did not dry well, sticking together after packing and often catching fire when pulled apart. To allow match companies to remain open year round, Sure-Lite invented the first modern air conditioning system and installed it through all of its match plants by 1910.

Hiram Ryder next focused on eliminating phosphorus poisoning of its match plant workers. Sure-Lite substituted chlorate of potash for white phosphorus, and together with new air control systems, stopped the phosphorus poisoning. Sure-Lite received the Ezra Howard Johnson medal in 1915 for elimination of occupational disease in the match industry. Hiram Ryder retired in 1927 and was succeeded by his son, Benjamin, who had joined the company following his graduation from Yale. Benjamin served as President through 1965. It was Benjamin Ryder who oversaw Sure-Lite’s initial diversification to fireplace products and wooden products ranging from tooth picks to clothes pins. Sure-Lite matches were critical to the US arsenal during both world wars. During the Second World War, Sure-Lite accomplished the development of a match which could remain under water for hours and still light quickly and easily. The invention allowed Allied troops fighting in the steamy jungles of Burma and Guadacanal to have dependable matches. The waterproof match went into production on December 7th, 1942, one year after Pearl Harbor, and by war’s end more than ten million matches a day were coming off Sure-Lite’s assembly lines.

Benjamin Ryder retired to Chairman of the Board in 1962. It was a ceremonial title with the President serving as Sure-Lite’s chief executive. He was succeeded by Mitchell Ryder. Hiram Ryder had dictated in Sure-Lite’s first charter and bylaws that a member of the Ryder family must always manage the company, but only one Ryder in each generation could be employed by the company. He stated that the company had been formed to create wealth, not jobs for the Ryder family.

Mitchell Ryder was named President at age 48. His father, Benjamin, had been 40 when he succeeded his founder/father. Mitchell Ryder had chosen the law as his academic discipline. He graduated from Harvard Law School and joined Sure-Lite as the company’s first General Counsel. Mitchell was the eldest son of Benjamin Ryder. Benjamin Ryder had regarded the Presidency of Sure-Lite as his obligatory birthright. He studied chemistry at Yale, and spent time as a plant chemist as he prepared himself for the eventuality of succeeding his father. Benjamin guided Sure-Lite through the Depression years into war-time prosperity. No employee was ever laid off during the Depression. Sure-Lite stuck to its knitting . The company produced quality matches through efficient production and selling methods. It sponsored the Sure-Lite Classical Hour on Sunday afternoon radio, and provided academic scholarships to carefully selected high school students.

Earnings fluctuated, but they were always there. Benjamin Ryder passed the reins to his son, Mitchell, with relish. He was leaving behind a debt-free, profitable, well respected company in a forward moving economy. Benjamin would retain an office on the eleventh floor executive offices in the Sure-Lite Building, and observe Sure-Lite’s progress as an investor. He would also have time to pursue his life long interest in ornithology from his homes in Maine and Florida. He was generally described as a conservative man averse to risk. He was a kindly man behind a taciturn face, and was graced with a whimsical sense of humor. Sure-Lite employees were paid a little less than the employees of similar sized companies, but received a profit sharing distribution at Christmas each year which provided them a nest egg and total pay more even with the marketplace.

Mitchell Ryder spent the war years in the Judge Advocate Corps in a comfortable Washington posting. He spent some time in reviewing military supplier contracts and concluded that Sure-Lite had priced its government business unaggressively.

There are dollars out there just laying on the road, Dad. All we have to do is to gather up our fair share, Mitchell had often pointed out to his father.

Your time will come, Mitchell,Benjamin Ryder responded. But until I step down, things will be done my way.

Mitchell Ryder changed the name of the company to Sure-Lite Brands in 1965 and took the company into public ownership. Several investment banks were consulted, and the firm of Fletcher Berwick was selected. The offerimg was modeled after the Ford family/Ford Motor Company stock offering. There would be two classes of stock. The A or preferred shares would be limited to the Ryder family shareholders with shares reserved for certain key executives. The A shares would have ten to one voting rights and the rights to preferred dividends senior to the common shareholders. The B shares were offered to the investing public with voting rights. The funds raised were to be used for acquisitions.

Benjamin Ryder disagreed with his son, Mitchell, on the public offering of Sure-Lite’s shares. This is a private family company, Benjamin protested. A public company status will destroy the values that have made Sure-Lite the company that it is.

Dad, Mitchell explained patiently to his father. "It is in the best long term interests of the family shareholders for Sure-Lite to become a public company. It has worked for the Henry Ford family just as it will work for the Hiram Ryder family. My time has come ands the family shareholders support me.

An outside board was formed and comprised of representatives of the family shareholders and executives suggested by the Fletcher Berwick firm. Benjamin Ryder witnessed the initial board meeting that followed the public offering. He passed the Chairman’s gavel to his son and excused himself from the meeting. Benjamin Ryder returned to his office, selected the articles he wanted shipped, and departed promptly from the Sure-Lite offices. He lived to 93 and never revisited the Sure-Lite headquarters offices, or any of its plants. It was rumored that the only further communications between the father and the son were through birthday and Christmas cards.

Mitchell Ryder viewed himself as a change agent, charged with the responsibility of converting a paternalistic, old line company into a twentieth century commercial enterprise. He had taken residence in a public company CEO world and wanted to be recognized as a peer.

Mitchell had a commanding presence. He was compact in frame, prematurely grey, and wore metal rimmed glasses. He rarely smiled and carried a judicial quality of intellectual skepticism into his discussions. Early in his business career, it seemed that Mitchell doubted everything until it was proven and accepted very little on faith or character. He was a proud intelligent man of high energy, with little patience for error or timidity from those around him.

After succeeding his father as Chief Executive of a public company, Mitchell Ryder changed. Outside resources such as consultants, investment bankers, and board members began to influence Mitchell Ryder’s decision-making process. Transactions and decisions were made quickly with little deliberation. Sure-Lite Brands was an emerging company on the move, and Mitchell Ryder was determined to build a major US corporation from the platform of the conservative family held company founded by a blacksmith’s apprentice.

Mitrchell Ryder had two wives and two sons. His first marriage to Paige Binton had produced a son named Desmond who was born in 1930. Paige died in 1934 following a riding accident Desmond was raised by nannies. Mitchell, a private man, exhibited little grief, and little affection for his son, Desmond.

Mitchell was remarried in 1937 to Marie Standish, a handsome, socially ambitious widow who operated a tea room in Greenwich. A son, Brock, was born in 1939. Brock was the doted-on golden child who was showered with attention by both parents. By age 5, Mitchell began making plans for Brock’s birthright succession to run Sure-Lite. Mitchell and Marie celebrated the life of their son, Brock, each day of their lives with Desmond resting in the shadows of a prior life and marriage. He was dispatched to boarding school at age 12.

It was Benjamin Ryder who took an interest in Desmond. He took the boy on vacations, taught him ornithology and fishing and wrote a letter to him every ten days through prep school and college.

You have two sons, Mitchell, Ben Ryder would continuously remind his son.

Desmond prospered on his own. He was an excellent student, a little reserved, but made friends easily. He worked in the Providence match factory summers from his sixteenth birthday until his 19th birthday, and worked hard to develop an interest in chemistry. Desmond discovered economics as a Yale sophomore, and completed a doctorate in international economics. Desmond had no interest in Sure-Lite, and his father had no designs for Desmond to develop a career with his company. Desmond pursued a foreign service career as an economist with the State Department. He became an expert in Latin American economics, traveled extensively, and married a young Brazilian woman named Elena. Elena Escobar was ten years his junior, and they settled into a comfortable Chevy Chase lifestyle when Desmond transferred back from a lengthy Brazilian posting.

Desmond’s only contact with Sure-Lite was an occasional appearance at the A class family shareholder’s meeting.

Mitchell Ryder’s reign as Chief Executive of Sure-Lite Brands began in a state of euphoria. Sure-Lite Brands was a new public company moving aggressively on growth and acquisition strategies. Carson Lumber, a $600 million revenue company, headquartered in Fort Wayne, Indiana, was acquired in 1965, followed by a number of acquisition discussions with smaller companies. Mitchell Ryder wanted to add a larger company to the Sure-Lite Brands portfolio, and dismissed the small fry acquisitions. Investment bankers found a welcome path to Mitchell Ryder’s office. He could always take time to look at a deal.

In 1966 , Sure-Lite Brands acquired Ward Box a $500 million revenue company headquartered in St. Paul, Minnesota. Mitchell Ryder was invited as a guest speaker at the annual Fletcher Berwick Investment Banking Leadership Conference.

The conglomerate age had arrived, and Sure-Lite Brands had re-invented itself from a conservatively managed family held match company into a NYSE listed conglomerate model.

Ward Box was a large regional producer of corrugated boxes serving a Midwest industrial marketplace. It was a high volume, low margin business, operated by third generation family management. It was time for Brock Ryder to take his place beside his father to assist in the leadership direction of Sure-Lite Brands. Brock resigned from McKenzie Barber in May of 1966 and took up his place as Vice President, Corporate Development and assistant to the Chief Executive. One of his initial responsibilities was as liaison to McKenzie Barber, his former firm, in a major reorganization and cost reduction study at Carson Lumber, and a business integration study of Ward Box.

It was a heady time for Brock Ryder. He had transitioned from the consultant to the client.

After a few months of participation with the McKenzie Barber Consultants, Brock made a succession of terrifying discoveries. The Box company had serious accounts receivable problems, and overstated inventories that had been missed or overlooked in the acquisition review. Carson Lumber was a mess. A computer system had blown up, inventory had virtually disappeared, sales had declined, and two major home building customers declared bankruptcy. Carson would be required to report a major loss in 1967. To Brock’s dismay, his father had covered up the Carson loss in 1966. Mitchell Ryder fired Gary Hoover, Sure-Lite’s Chief Financial Officer and hired Jim Chadwick, a partner from Hoopers, Sure-Lite’s outside auditors. The losses were likely to take Sure-Lite Brands out-of-compliance with their lenders, and nearly destroy the company’s market value.

Brock, for the first time in his life aggressively confronted his monarchical father.

Mitchell tried to brush his son off. Yes, there have been some setbacks, but matters are on the mend.

Brock had prepared a flip chart for the meeting. He had been carefully schooled and drilled in presentations during his brief consulting career with McKenzie Barber. Brock’s findings overwhelmed his father. His recommended remedies were harsh. They included selling off assets, substantial personnel cutbacks, and omitting the dividend of the family shares. Mitchell tested the accuracy of every find. There had been a shouting match at the conclusion of their four hour meeting. Mitchell slammed Brock’s report into his brief case, said that he would review the findings and recommendations, and that Brock was not to share the report with anyone. Mitchell Ryder left the conference room an angry man. Brock Ryder saw his father for the first times as a conceited, arrogant, rigid, and self-deceiving man.

That evening Mitchell Ryder suffered a massive stroke . He lost his power to speak and the use of his left arm. Brock convened a meeting with the family shareholders followed by an emergency meeting of the Board of Directors. Mitchell Ryder had been hospitalized in an intensive care unit. Brock knew that he must immediately take control of the company in the best interests of the shareholders.

His half-brother Desmond appeared at the family shareholder meeting. Brock had spent little time with Desmond over the years. There was an exchange of Christmas cards, but no connection of letters or telephone calls. The family shareholders meeting was held in the third floor training auditorium. Brock had personally greeted each family member as they entered. Desmond had shaken hands solemnly with Brock at the doorway. He inquired about their father’s health and took his place in the front row. Desmond had the look of an academic. He was short in stature with thinning hair and wire rimmed glasses. He reminded Brock a little of their grandfather, Benjamin Ryder.

Clark Morrison, the Sure-Lite General Counsel, was in the meeting along with Jeffrey Westwood, the family shareholder’s estate attorney. There were approximately 30 aunts, uncles, and cousins in the room as Brock gravely opened the meeting. He knew that there were another fifty shareholders who were not in attendance. His plan was to gain support of the family shareholders and take their endorsement into the Board of Directors meeting which was scheduled to begin at noon.

Brock, Clark Morrison had counseled him the day before. I must remind you that you are only 28 years of age, and have only been with Sure-Lite as an executive employee a year or so. It would be wiser to appoint a senior officer with more tenure, and for you to go through a grooming process of three or four years before assuming chief executive responsibilities. Sure-Lite may be wise to recruit a chief executive officer from outside the company. You might as well know in advance, I intend to propose to the board that a search committee be formed.

Clark Morrison was Sure-Lite’s second house counsel. Mitchell Ryder had been the first.

Clark had been hired from an associate level position from an obscure New York law firm that served family companies. Brock placed Clark Morrison as part of the management group that had made a mess of things. Jeffrey Westwood represented the family shareholders. His father, Peter Westwood, had represented the family shareholders since the passing of Hiram Ryder. He practiced law out of Elmira, New York. He had been blunt and unkind to Brock over the years. He stated to Brock before the meeting, Sure-Lite is in a mess, and your father hasn’t been candid with the shareholders. There’s no way I can recommend some young punk with a fancy MBA degree who’s spent two years running around with consultants to run this company at a time of crisis. There are a lot of the family shareholders who look to Sure-Lite to provide them with a good share of their daily bread.

Brock had never presented to a family shareholder audience before. His presentation was slightly diluted from the presentation he had planned for the board, and similar to the one he had made to his father three days earlier. There were shudders and sighs from the audience followed by anger. Desmond Ryder rose to his feet . He faced the family shareholder audience with open hands.

"I believe I can help here. For those of you I haven’t had the chance to personally greet, let me introduce myself. I’m Dr. Desmond Ryder. I work as an Economist for the State Department. Like many of you, I chose a career outside Sure-Lite Corporation, and the dividend performance is helpful in maintaining my lifestyle. As Ryder family shareholders, we have always cast our lot with the family member best qualified to manage in the shareholder’s best interest without day-to-day interference. My grandfather, Ben Ryder, put the family shareholder interests ahead of his own life goals. His son, and my father, Mitchell, had similar values. But he took more risks. Today, my younger brother, Brock, has briefed us on the legacy of those risks. My information is that my father, Mitchell Ryder, is unlikely to return to Sure-Lite Brands in any role, much less Chief Executive Officer. Brock Ryder has offered to assume his father’s position as Chief Executive on an interim basis until his father returns. Based on the information we have received on Mitchell’s health, it is unlikely that he will return for quite a while.

Therefore, young Brock suggested that he be appointed chief executive officer on the basis of a lineage, business school training, and a few years experience with a management consulting firm. Brock has made an astounding presentation of what he perceives to be the facts regarding the state of Sure-Lite Brands this morning. He had also made some recommendations on how to put things right. These recommendations include elminating the dividends to the family shareholders. I am not in agreement with the elimination of the dividend. I also take exception to the asset restructuring plan that has been presented this morning by this obviously bright, dedicated, and inexperienced young man. I estimate that we may have as many as 70% of the family shares represented in this room. I make a motion that I be elected to the board of directors to represent the preferred shareholder’s interest at the noon board meeting. Is there a second?"

Seconded, said Jeffrey Westwood in a loud clear voice.

Discussion? asked Desmond Ryder.

This is most unusual, was all that Brock could muster in protest.

Evangeline Ryder raised her hand for recognition which Desmond Ryder acknowledged.

There has always been a senior Ryder family member at the head of Sure-Lite. Mr. Brock Ryder is obviously too young and inexperienced to succeed his father. I propose that you, Desmond, as Mitchell’s oldest son, assume the presidency.

Brock rose to his feet. While I clearly admit that my business career is just beginning, my half-brother, Desmond Ryder, has no corporate experience qualifying him to lead a major publicly owned corporation, Brock protested.

Brock, I wasn’t suggesting that I was prepared to run Sure-Lite. I was proposing that the preferred shareholders in this room elect me as their representative on the board of directors, Desmond corrected Brock. I believe we have a motion and second proposing me as a board member representing the family shareholder’s interests."

Jeffrey Westwood stood up beside Desmond Ryder.Your shareholder’s interests have been represented by Mitchell. I reviewed the by-laws of the corporation last evening and discussed my conclusions with house counsel at breakfast this morning

Brock looked to Clark Morrison. He had what appeared to be a confident, self-satisfied smile on his face. The three of them, Morrison, the country lawyer, Westwood, amd his Washington bureaucrat half- brother, had obviously been plotting against him while his father lay in a state of near death.

My conclusions, Westwood continued, are that the by-laws require a senior family member to serve on the board of directors. In the event of the incapacity of the family representative, the family shareholders are required to meet and nominate a successor board member. We now have a motion nominating Dr.Desmond Ryder to assume the board seat. Do we have any more discussion or any other nominations before we call for a vote?

I am confident that my father will recover,Brock protested. Is Desmond prepared to step down when my father returns?

Desmond Ryder rose again to his feet. I will be required to take a leave-of-absence from the State Department, but plan to return after the family crisis has been concluded."

There were nods around the room followed by a voice vote. Brock remained silent during the voice vote.

Desmond Ryder was elected to the board that afternoon. Brock asked to attend the Board of Directors meeting, but was dismissed by Jeffrey Westwood. The meeting lasted four hours, and when it was concluded, Desmond Ryder, the State Department Economist, was elected Chairman of the Executive Committee of the Board of Directors. The following Monday, Desmond moved into a small office on the executive floor and began to run the company. Mitchell Ryder’s office remained dark for a year. On the anniversary of his stroke, Mitchell Ryder’s personal effects were shipped to his home and Desmond, who had been elected Chairman and Chief Executive Officer, now occupied the office. The leadership torch had been passed at Sure-Lite Brands to an unlikely successor.

Desmond Ryder became known to the external world of the media as Dr. Desmond . Ryder, Chief Executive Officer of Sure-Lite Brands. Inside the company he was known as Doc Ryder. He seemed warm, mild and understated in contrast to his blustery and cold blooded father. Doc Ryder went about during the ills of Sure-Lite Brands with the care and skilled hands of a surgeon. He reviewed each product and business practice of every business and department of the company. Brock offered up a stack of McKenzie Barber reports to his half brother. Doc Ryder rejected them with a wave of his hand. I’ll navigate my way without the use of the McKenzie Barber charts. If what I see around me is a product of McKenzie Barber’s advice, I’ll forego straining my eyes on all of their pretty charts and tables.

Doc Ryder navigated his way quickly through Sure-Lite Brands. He occupied a room at The Ivy Club when he was in the city, and generally started each day with a 7 am breakfast with a Sure-Lite manager. Following breakfast, which customarily lasted 45 minutes, Doc Ryder would walk briskly to the Sure- Lite Brands Building on Second Avenue and 45th Street. His day at the office would begin at 8 a.m. and generally end around 7:30 p.m. Doc Ryder quickly arrived at his own conclusions.

Brock met with his father, Mitchell Ryder, upon his return from his lengthy stay in extended care. He had lost nearly fifty pounds, along with his power of speech. Marie, Brock’s mother, took him aside after his strained reunion.

We’re at Desmond’s mercy, Brock. It might be better for you if you went back to McKenzie Barber or another company. Your brother has never cared for you.

One day, mother, Brock vowed, I will be the Chief Executive Officer of Sure-Lite Brands Desmond will return to the government and I will succeed him.

Sure-Lite Brands became Desmond Ryder’s company. There are lots of quality people inside this company. They just need a chance, Doc Ryder explained to his senior staff. I’d rather take my chances with well meaning people that we know, who care about the company, than to bring mercenaries from the outside who care more about their careers than Sure-Lite Brands. We should think about Brock Ryder. He cares about Sure-Lite. He considers my job as his birthright. I want you, Os, to develop a relationship with Brock. Be his mentor if you can. We’re half-brothers, but there is a gap between us that is unlikely ever to be bridged.

It was obvious to Brock, that Sure-Lite must replace the President of Carson Lumber. Brock began his campaign for the job through Os Perkins, the Vice President-Human Resources. The Carson Lumber job would provide Brock the opportunity to showcase his general management skills in the turn-around of a good sized business. He would not ask Yvonne to move to Fort Wayne. Rather he would commute for a few years, and then return to New York in a Chief Operating Officer postion. Brock had read the McKenzie Barber report on Carson Lumber and he knew exactly what had to be done.

Brock broached the Carson Lumber Company President opening through Perkins over dinner . That’s been taken care of, Brock. Doc offered that job to Al MacGarry last Friday, and he agreed to go on Monday. He wanted time to talk it over with his wife over the weekend, and she agreed. The announcement will be made tomorrow morning.

MacGarry? Brock remembered meeting a man named MacGarry who had some kind of a sales manager job in the match business. Who is MacGarry again? There was a MacGarry with Sure-Lite Match.

That’s MacGarry. Doc has taken quite a shine to him. He has been the number two under Harry Fitzgerald at Match. I pulled his personnel file after Doc started talking to him.

Started talking to him? Brock questioned.

It started with one of those Ivy Club breakfasts, Perkins explained. I shouldn’t tell you this, but you’re family. Doc has done a complete review of the management talent in this company. He’s identified people he believes are capable of moving up.

McKenzie Barber described Sure-Lite management as a grand group of executors, Brock countered. If he had been made CEO, he planned to replace every senior executive with an up and coming business school trained manager. His half brother seemed content to promote those people who had contributed to the company’s problems.

I believe I’ve been in some meetings with this MacGarry. He didn’t make much of an impression. Tell me, what did you find in his personnel file? Brock queried.

Al MacGarry is a fifteen year employee. He joined Sure-Lite as an office boy, took time off to serve in the Army. He came back into the Customer Service Group. Went eight years to night school and got a MBA. He was a manager in the customer service department, and took a pay cut to join the sales force. Ran the large trade accounts, and Harry Fitzgerald moved him up to VP Sales and Marketing for Match eighteen months ago. Harry planned to groom MacGarry to take over at Match in ten years when he’s at retirement age. MacGarry even married a woman from the personnel department named Agnes. Harry regards him as a young tiger.

What makes this former office boy, night school MBA, qualified to run a troubled $600 million business, Os?

Doc believes that MacGarry may be the most high potential up and comer we have at Sure-Lite. But to give him a $600 million business to run at age 33 without a successful general manager track record sounds a little risky to me, Brock pointed out.

Doc’s done it. MacGarry has agreed to do it. Harry Fitzgerald wanted to keep MacGarry. Doc suggested that you might consider taking MacGarry’s spot at the Match company. It would give you some operating company experience. Doc believes that part of the company’s problems is that we allow people to stay in their jobs too long and they go stale, Perkins explained.

Did he learn that at the State Department? Os, I need a business to run. I am a graduate of one of the top business schools in the country and had a highly successful, but short career with the top management consulting firm in the world, and was invited to Sure-Lite to work with my father until he was ready to turn the business over to me to run.

Brock, Os Perkins replied. My job here isn’t that of a message carrier between family members. Why don’t you get on Doc’s calendar and tell him yourself? I believe your McKenzie Barber project oversight responsibilities are going away. Doc is firing them in the morning."

Brock proposed that Desmond meet him for breakfast at 7:30 at his club. Doris, Desmond’s secretary, called back and stated that Dr.Ryder would prefer to meet Mr.Ryder at 7:00 am at the Ivy Club. That would mean the very early train.

Desmond Ryder was well received at the Yale Club. He ate breakfast there nearly every morning he was in New York. Brock preferred to hold a power breakfast at the Regency or the Metropolitan Club where one could get out, mix, and be seen. His half-brother, turned Chairman, preferred to be recluse at a back table of the Ivy Club.

Desmond Ryder was reviewing the stock market quotes from the Wall Street Journal when Brock was shown to the table.

Stock’s at 9 5/8. A far cry from 47 1/8, but certainly an improvement over 5/5/8. I believe we’re on the road back up. He motioned for Brock to sit down without an offer to shake hands. I believe it’s time we sat down together. I really wanted to get to the management group and key people before your role at Sure-Lite could be more clearly defined. Desmond passed a menu to Brock. You might want to get an order in before advancing our discussion. I alternate what I eat for breakfast. Today, for example is a blueberry pancake day for me.

Brock ordered his customary single scrambled egg, dry toast, and melon from an ancient waiter. He studied his half-brother waiting for him to begin the discussion.

What do you believe to be your job at Sure-Lite Brands, Brock?

I was hired, Desmond, as a Corporate Vice President and Executive Assistant to the President. The President who hired me was our father. The father, whom I might add, you choose to ignore.Brock resented his half-brother’s inattention to their invalid father.

I have learned that you have been spending the bulk of your time overseeing the McKenzie Barber studies, and you have been doing some international travel to some of our overseas licensees. It has also come to my attention that you have been spending some time with the Fletcher Berwick people on acquisitions and possible divestitures.

Dad wanted me to get involved in corporate development, strategic planning, and international. I was also to make myself available for special projects. I have not been informed to date of any change in my officer level responsibilities. Additionally, you have not seen fit to include me in a number of management meetings. Your job content is what this meeting is about, Brock. Desmond paused to take a sip from his tea cup. I had the work with McKenzie Barber terminated yesterday. Jim Chadwick, our CFO, took care of that.

You owed it to me to inform me of that decision, Desmond. You have embarrassed me to my former firm.

It had to be done, Brock. Jim is also reviewing their fee and expense billings. I’m certain you don’t want to be involved in all that. I also personally called Guy Wambley at Fletcher Berwick, and advised him that we have considerable work to be done before we need any acquisition help, and that from this point forward, their primary contact would be Jim Chadwick. You’re drawing down a pretty handsome salary around here. You obviously must be provided a role here that’s consistent with your education and experience.

I thought the Carson Lumber Company President position would be right for me. Os Perkins told me you had given the job to someone named MacGarry who was a sales manager in the match business. I heard he started out in the mailroom. This company is in the shape it is in today because we’ve made it a practice to promote the people who started in the mail room. Sure-Lite badly needs professional management talent around the company. You, somehow, have been elected Chief Executive without any identifiable business management experience, and are making sensitive management appointments without consulting with me.

Desmond brought both hands to the edge of the table as if he were about to push the table forward. You don’t get it. Brock. Our father made a mess of things. You want to continue the mess. Sure-Lite can’t afford any more McKenzie Barber studies or Fletcher Berwick acquisition proposals. We must now get down to the business of running this company or we will have no company. I have asked Os Perkins to draw up a Vice President-International job description for you. It will give you an opporuntity to take charge of a lot of business pieces and opportunities, and the chance for a little international travel. What do you think of that?

Oh God, Brock observed to himself, Desmond wants me out of the country.

Yvonne will object to that concentration of travel. I will remind you, Desmond that I have a young daughter at home.

I suppose there’s always the mail room, Desmond Ryder suggested.

Tell me again, Desmond. What makes you qualified to be the CEO of Sure-Lite?

Brother, Desmond said, pulling his glasses up on his forehead,or more precisely Little half brother. The Sure-Lite Brand shareholders selected me as Chairman and CEO. I have the job and you don’t. I will continue to hold the job until the board and the shareholders want to replace me, or when I have groomed someone to take my place, so that I can move on to the next phase of my life. What you should be concerned with, Brock, is how you acquire the experience which will qualify you in the eyes of the shareholders to lead Sure-Lite. You’re a Ryder. That will help. That’s how I got the job. The lines had been clearly drawn that morning. Brock, over time, accepted them.

Sure-Lite Brands earnings performance advanced from ($.21) per share in 1967 to the equivalent of $11.71 in 1978. Sure-Lite split the stock three times in ten years, and Doc Ryder, their turn-around CEO, became a choice subject of the business media. The family shareholders remained firmly in control of the company with the preferred and common shareholders receiving attractive dividends. Enterprise Week ran an article headed EVERYBODY WINS AT SURE-LITE BRANDS UNDER DOC RYDER.

Management Consultants and Investment Bankers returned to the lobby of Sure-Lite Brands.

Sure-Lite Brands held two shareholder’s meetings. The family shareholders meeting was generally held in the final week of April, with the common shareholder’s meeting held two weeks later during the third week in April. Desmond Ryder dropped a bomb shell at the 1979 family shareholders meeting.

He allowed Brock Ryder to make a presentation on Sure-Lite’s International business, and Al MacGarry to talk about the three performance of the three principal operating businesses. They had all been renamed since the bleak days of 1967. Carson Lumber was now named Carson’s, Sure-Lite Match was now named Sure-Lite Consumer Brands, and Ward Box had been renamed Ward Container. Desmond Ryder introduced Brock Ryder as Senior Vice President International and Al MacGarry was introduced as Executive Vice President-US Operations. Jim Chadwick made a balance sheet presentation and announced the dividend . He was introduced as Senior Vice President and Chief Financial Officer.

Desmond Ryder had mastered the art of family shareholder meetings over the years. The better the numbers, the fewer shareholder questions, the shorter the meeting. The shareholders had gone from box lunches to a catered buffet in the eleven years of Desmond Ryder’s stewardship. The promotion of MacGarry was a little unsettling to Brock, but he granted that the man was responsible for 90% of Sure-Lite’s revenues. Nobody had expected that MacGarry would have been as successful as he had been. He had turned around a failing business into a highly successful business, and taken one marginal business and made it a stable profitable enterprise. There was a cold, military precision about the man as he presented the 1978 results and the 1979 plan to the family shareholders. His presentation had taken fourteen minutes in comparison with Brock’s twenty-one minutes.

Desmond Ryder returned to the podium to gentle applause from the family shareholders.

"Well, fellow shareholders, as you can see we’ve struggled through another year, and improved over the year before. This marks my eleventh meeting, and as Sure-Lite Brands performance has improved, I’ve come to enjoy and look forward to these meetings. They are far more fulfilling and less arduous than the common shareholders meeting. coming up in two weeks. In this meeting I am in the company of family.

Now I’m going to remind you again that I have been serving as Chairman of the Board for eleven years. In addition, I have had my day job as Chief Executive Officer of Sure-Lite. That takes up quite a bit of my time. I got this note the other day from my grandfather, Benjamin Ryder. As you know he’s been living down in Naples, Florida, since he retired, concentrating on his bird watching. Desmond produced a folded paper from his suit jacket pocket. "I’d like to share it with you. It reads,

Dear Des,

I saw the numbers today. I even had my accountant explain them to me. He thought they were pretty good. I also remembered that you turned 55 this March. I calculated that you’ve been in a job that you really didn’t especially want for eleven years now. I know that you have done it all these years in the interest of the family shareholders, but I question if this is how you want to finish our your life. God bless you!

Benjamin Ryder

Desmond refolded the paper and returned it to his pocket. With your permission, I’d like to hang on to my Chairman job, but I believe that it’s time for a new CEO. I have authorized the management consulting firm of McKenzie Barber to begin a CEO succession study. Oswald Perkins, our Chief Human Resources Officer, will be in charge of that study from our side. He will be joining us for lunch today. If you have any ideas on that matter, you may wish to express them to Mr. Perkins, or communicate with him by letter. I, of course, will personally approve the new CEO who will be my ultimate Successor as Chairman. I’m not going away, now mind you. I’m just passing over the biggest part of my job to a younger executive. You have heard three presentations this morning from Sure-Lite’s senior leadership team. My successor could well be in this room. Desmond looked to his watch. It’s five minutes before twelve. We have a very tasty buffet set up with some wine, champagne, and soft drinks to wash lunch down with. Do I hear a motion for adjournment?"

Brock rose up from his chair smiling. It had to be him. MacGarry and Chadwick certainly wouldn’t represent competition with the family shareholders. Aunt Bea, Brock greeted the grey haired lady next to him. It’s been too long. How have you been?

The McKenzie Barber study was completed in late August. Its results remained under wraps until the November Board meeting. Brock was provided assurances by Desmond that his marital change would not influence or bias his place in the reorganized company. It was the first time Brock had heard the term, reorganized.

Desmond took Brock out for lunch with Clark Morrison, the General Counsel, in attendance, on the second Friday of November. Desmond, who rarely drank at lunch, ordered an expensive bottle of Merlot.

I guess we can celebrate a little today, can’t we, Clark?

Desmond carefully sniffed and swirled the wine in his glass as the waiter looked on. Then he took one sip and gestured for the waiter to fill the glasses.

Clark, fill in Brock on the good news.

Clark Morrison cleared his throat with a sip from his water glass. Well, Brock, I’m pleased to inform you that you have been elected to the Board of Directors and elected a Vice Chairman of Sure-Lite Brands Corporation.

Brock was elated. At age 38, his time had come. Desmond would be gone in a few years and Sure-Lite would be his company. Well, .I’m very pleased at the level of confidence that the board has placed in me. Brock raised his glass. To Sure-Lite Brands and the Ryder family. They touched glasses. As Chief Executive, I’m going to go about the new job in the same way you did it, Des. I’m going to meet personally with every key manager in the company and get their input on how we keep Sure-Lite on the path to becoming one of America’s great companies.

Desmond shook his head. You have been elected Vice Chairman, Brock, not President & Chief Operating Officer. Al MacGarry is the new President & Chief Operatimg Officer. As Vice Chairman, you will be responsible for corporate development, legal, and human resources.

Where will my International Group report? Brock demanded.

To MacGarry, of course. He’s now Chief Operating Officer. I know that Al, you, Jim, and I will be a great team for the Sure-Lite shareholders.

Desmond, his half-brother, had done it to him again.

Brock’s Party

Oswald Perkins was the first guest to the party. He arrived at 2:05. Ilse greeted him. The phone had rung in concert with the door chimes. Brock answered the telephone greeting the caller with a Ryder.

Brock, this is Desmond. It doesn’t look like we can make your party. The snow is really piling up here. Elena was really looking forward to meeting Ilse. Sat hello to everyone and send them our best. See you next week.

That’s too bad, Desmond. Ilse and I were looking forward to seeing Elena and you. We expect quite a turn-out.

Well I’m certain you’ll have quite a crowd .I’ll catch up to you some time next week. The telephone clicked off.

Perkins had handed his coat to Ilse and was removing his rubbers when Brock hung up the phone. That was Desmond, Ilse. There’s quite a big of snow up in Greenwich and the roads are snow packed. He and Elena send their regrets.

I am terribly sorry to hear that, Brock. I was so looking forward to meeting your brother and his wife.

Ilse, you look smashing . That dress is sensational, Perkins commented. It was vintage

Perkins flattery, Brock observed. Perkins was dressed in the standard New York party uniform, blue blazer, grey slacks, button-down oxford shirt, club tie, and tassel loafers. Isle was beautiful in her long party dress which partially revealed the contours of her exquisite breasts.

It’s wicked enough in the city. I walked over from First Avenue and 68th Street. There aren’t any cabs out today. I’m afraid your guests will be running a little late.

Come let us pour you some champagne, Os. And did you forget to bring Candace this afternoon? Ilse said as she guided Oswald Perkins across the guestless room to the bar overlooking the East River.

Candace has a two o’clock choir practice. Our church Christmas program is scheduled for this evening. They voted this morning to have one final rehearsal. She should be along around 3:30 or four. She may show up in a choir robe, but Candace will be along.

Brock watched Ilse personally pour two glasses of champagne. There was a graceful swan-like twist of her wrist as she carefully filled each glass. Brock assumed that Ilse had mastered the art of champagne pouring during her flight attendant career.

There you are, Os, Ilse said passing the glass to Perkins. Here’s to our first guest at our first party,she said raising her glass. Brock, Ilse, and Perkins touched glasses like musketeers posing with swords. They uniformly drew their glasses away from the toast and took long sips.

I feel very privileged, Perkins said. And Ilse, don’t be concerned about your guest turn-out. New York folks never want to be the early guests. The champagne is superb. May I see the bottle, please? Perkins asked the bartender. He ran a napkin over the bottle and held it to the light. Superb. Wonderful dryness. It’s a ‘55 isn’t? You’re a good twenty years off, Os, Brock laughed. He credited him with a senior staff officer’s connoisseur taste in wines and books.

I noticed young Gellhorn reading a book in the lobby. Is he on the guest list? Ilse shook her head.Gellhorn? I don’t know that name.

I invited him on Friday morning. I forgot to add his name to our list, dear. He just transferred out here from St. Paul. MacGarry brought him out for some kind of special projects role. I ran into him at the coffee urn. He simply walked up to me and introduced himself.

And you invited him to our party? Ilse questioned.

He’s a Gellhorn, dear,Brock explained.The Gellhorns are a very famous Midwestern family. Gellhorn Beer is one of the famous brewers in the world. His grandfather was a famous congressman who, later in his career, served as Chairman of the Gellhorn Brewing Company. His uncle, Malcom Gellhorn, is a very famous liberal philosopher and social critic. You’ll find three of his books on my library shelf.

And he works now for Sure-Lite? Why doesn’t he work for his family’s company?Ilse questioned.

Brock shrugged his shoulders. Some people choose not to work for the companies of their families, and others aren’t welcome. We must have chatted ten minutes. He was waiting for MacGarry to get out of a meeting. Marc Gellhorn is a very engaging young man, and has been out in New York exactly one week. I invited him to come by. It’s probably his first New York social event and he didn’t want to be an early guest.

Should I leave and come back? Perkins offered. Don’t you dare. We need guests. Ilse smiled.

You’ll like young Gellhorn, Ilse, Perkins went on. He’s blonde, Germanic, quite handsome and well spoken. MacGarry found him working in a small box company that ward acquired last spring. He was working in customer service and MacGarry told me that Marc was the only one he could find around the place who really knew what he was doing.

I learned from Clark Morrison the other day, Brock commented, that MacGarry acquired Kagl Box without a formal acquisition review.

Jim Chadwick told me that MacGarry called up Doc Ryder one morning and told him that he needed the capacity fast for a spurt of new local business. Doc had Chadwick dispatch some internal auditors in for a fast review, brought in the outside auditors for due diligence inside of a week. He got the Kagl family to take half cash and half common stock and it was done in three weeks time. Chadwick told me that MacGarry stole Kagl Box.

Still, we have policies to follow here at Sure-Lite. We must follow a disciplined review of every acquisition transaction. Calculated hip shooting is how my father managed to get Sure-Lite in trouble. This must never happen again, Brock pontificated.

Perhaps you should speak to this man, MacGarry, Ilse suggested. "Now that you are Vice Chairman and number two, it is time to make your voice louder in the