golden parachute?

Golden Flake clownFacebook chat with a retired employee of my father’s company, which recently announced it has reached an agreement, in principal, to be bought by Utz potato chip and snack foods company:

  • Wednesday

  • Sloan Bashinsky

    7/20, 9:28am

    Sloan Bashinsky

    Golden Flake agrees to be bought by Utz potato chip and snack food company, and the impact on Golden lake and Sloan Y. Bashinsky, Sr.’s estate and heirs | Good Morning Birmingham
  • Wednesday

    7/20, 10:18pm

    Retired Employee

    Thanks for keeping me in the loop! I guess congrats are in order assuming that the employees that have given their lives to GF will be taken care of as well as management. I hope that you and your siblings and heirs can finally realize some of the fruits of your dad’s efforts. I feel sure he would be pleased if his entire family could enjoy his success and efforts. As a father, I know how much your father must have loved each and everyone of you and I know he wanted to take care of all of GF’s blue collar dedicated employees. Congratulations and I am so proud for you and for them. Keep me posted as the plot progresses! My best to you my friend!

  • Sloan Bashinsky

    7/20, 10:48pm

    Sloan Bashinsky

    If this deal goes through, maybe that will end the majority GE stockholders paying out dividends and bleeding the company of sorely needed capital to maintain its infrastructure and machinery and truck fleet and office operations, and even upgrade.

  • 7/20, 11:02pm

    Retired Employee

    AMEN! This bleeding has been hard to watch over the last several years. Hopefully the capital infusion will improve all aspects of the company and therefore reignite the greatness and the winning attitude that it used to have! Let’s keep our fingers crossed!

  • Sloan Bashinsky

    7/20, 11:19pm

    Sloan Bashinsky

    Don’t know Utz view of capital infusion beyond paying $135 million for Golden Enterprise’s common voting stock. But that will end the dividend’s GE was paying out, over half to Johann Bashinsky, effectively. Before that, to my father.

  • Sloan Bashinsky

    7/20, 11:32pm

    Sloan Bashinsky

    Not sure what my father’s intent was when he set up the SYB Trust, to own SYB, Inc. common stock, while SYB, Inc. owned all of the common stocks my father put into it, including his Golden Enterprises stock. There was considerable friction between Joann and me, with my father in the middle of it, taking her side. And friction between Major and Joann, but not nearly as many incidents as I was in. I heard nothing good about Joann from within the company, not even from top management, who were careful when they spoke, knowing I would get their meaning. I was the logical person to look after the the company after my father passed over, because I knew the company having worked there. Not that I would have gone back to work for the company, but I could have voted on dividends being thin in keeping with the company’s thin profits. I heard there was a board meeting last year, where Mark McCutcheon said, either they could increase the dividend, or they could upgrade their run down truck fleet. The vote was to increase the dividend. Joann, alone, could have carried that vote, with every other GE stockholder opposing her. I suppose you remember the typed letter that was floating around right after my brother Major went missing in earlyish 2010, criticizing greedy management and stockholders for playing themselves dividends and bleeding the company. I agreed with the letter, that had been my view for quite a while. Remain pretty sure Major wrote that letter. More than pretty sure. I remember in 1994, when a special dividend was declared at the end of the fiscal year, because the company had ended up making more money than had been expected, because the company had not given raises that year, because times were tight, competition fierce, but promise was made to give raises when times got better. The employees buckled down, cut costs, produced that unexpected profit, and my father voted it to himself as a dividend. Perhaps pressed by Joann to do it. I was at that annual stockholders meeting. I watched John Stein try to explain the dividend to a savvy stockholder, who had challenged the dividend from the audience. Everyone knew what was going on, but me, believe it or not. It took a while for me to figure it out. Shame on me for not saying something during that stockholders meeting.

  • Sloan Bashinsky

    7/20, 11:35pm

    Sloan Bashinsky

    My father’s children and grandchildren’s side of the Utz purchase is another matter altogether. I think I covered that pretty well in what I published today, although there might be more to add to it later.

    7/20, 11:45pm

    Retired Employee

    I just hope that everything works out for you, your siblings, heirs and the GF employees! Your dad would have wanted that! Guess I’m just a hopeless romantic ! 🙂 He was a good man! I can not speak to events later than 1990 since I was no longer there. It was hard to watch from a distance. Our efforts up until 90 had been growth and positive expansion and profitability! Good times!

  • Sloan Bashinsky

    7/20, 11:58pm

    Sloan Bashinsky

    That began to turn the other way after you left. Making W.P. president was catastrophic. But they didn’t have a really good selection for a company ambassador. His born again rubbed a lot of people wrong, I kept hearing. But I suppose that made him St. Paul as far as Joann was concerned. TD quit over it. I’d have chosen him. The fellow who was supposed to do it had quit years before, he’s writing to you now. I would have died if I had stayed, it wasn’t working for me, or for the company. Maybe if I had practiced law first, gotten that down, later it might have worked for me to work for GF. I’d worked there plenty in summers. I knew a bit about the company, running routes, in the warehouse, packing products, and the employees knew me and like me (maybe not management, but rank and file. ) When it was out that I was resigning, a couple of very old line employees, going back to forever, one white, one black, came to my office, separately, in tears, begging me to stay. I told them I had to go. And I did have to go. That was very clear to me. For me, I had to go. I should have practiced law first. Very bad decision on my part not doing that.

    7/21, 12:31am

    Retired Employee

    Hey that’s Life! But when Craig and I were told we would report to WP, it was obvious to me that the shift from sales and marketing, consumer oriented promotional and advertising efforts, quality control,trade relations and expansion were losing out to short term stock dividends and lower manufacturing costs and a commodity approach to business. Our aggressive posture with the trade and consumer had our route sales force invigorated as well as the trade and that was lost. FritoLay just absorbed the space Eagle Snacks had bought and then abandoned. All short term dividend driven decisions. Sad to watch!

  • Thursday

  • Sloan Bashinsky

    7/21, 7:10am

    Sloan Bashinsky

    Frito-Lay also was paying a lot of money for shelf space in the grocery and convenience stores, which Golden Flake could not afford to match. My father tried to hire a fellow who had been at Proctor & Gamble, to run Golden Fake, maybe around 1993, but I don’t know if anyone in the company knew it. I learned of it from that fellow’s business partner, who was an old friend of mine, who had sold his market research company, Message Factors, to that P & G man, and was still active in that company. The P & G man declined, said he was happy with where he was. They had come to me on the side, asking me what I thought about GF, which they had been hired to try to rejuvenate in the market place. I was living in Colorado. I told them the company was all mental, all will, had lost its heart, its feminine. Expected its employees to die for GF, put it ahead of everything else. My old friend said he agreed. Lots of factors in play, including my father had a lot of back pain, was taking doctor pills for that; Joann was surely influencing him. It was sad for me to watch, from afar. I didn’t think Tom C. had the ooomph to handle that position John S. had – sales manager. Calling on the top brass with the chains. I didn’t see anyone in the company I had known well, who was suited for that position. Again, that would have been me, if I was not all screwed up. But I would not have liked it, the travel and ass-kissing, and the drinking and other stuff you don’t want to come home and tell your family. I really hope this deal with Utz goes through, for the company and the employees’ sake. Getting the Bashinsky family out of the company, what a reversal, is the best thing that can happen, based on what I hear from former people who are still wired into the company rank and file grapevine. I’ve felt that way a while, but only now does it dawn on me that selling the company was the way to achieve that result. I’m slow, again.

  • Thursday

  • Sloan Bashinsky

    7/21, 11:24am

    Sloan Bashinsky

    clowning around has its ups and downs, hopefully more ups – the upside for Golden Flake of all of its common stock being bought by Utz snack food company | Good Morning Birmingham

    7/21, 1:24pm

    Retired Employee

    Hopefully it will breath new life into GF and benefit all concerned! I think your dad would have wanted that. As you and I both know, Life Happens and Change is Inevitable. We learn from our choices and move on. Always good to hear from you and appreciate your candid comments. I do miss visiting The Keys!?

  • Sloan Bashinsky

    7/21, 3:47pm

    Sloan Bashinsky

    From age 14, when my family stayed a week at Ocean Reef Club, when it was laid back, unpretentious, I wanted to live in the Keys and be a flats guide. Instead, I did all the “correct” things. Now I am a deep sea fishing guide, without any customers 🙂.

    One thing came to me this morning, which was a trip I took from Key West to Tuscaloosa in the fall of 2003, to try to have an audience with my father. i had an old dear friend in Tuscaloosa, who said I could bunk in with him for whenever. Poor, I could not afford a motel in Bham, and rode up there on Greyhound. My friend let me use one of his bicycles, and if I had to travel, his old VW Beetle.

    Dreams and other woo woos stuff caused me to make the trip, and my father egged me on in dreams to try to speak to him through his lawyer, which i did by email from Tuscaloosa. It went nowhere, my father declined to meet with me, but offered meeting with his lawyers. I replied i did not travel all that way to meet with lawyers, but if they would drive down to Tuscaloosa, then we could me in my friend’s law office. He was the lead trial lawyer in the Public Defender office in Tuscaloosa. Handled all of the capital (death penalty) cases in that office. A real solid citizen.

    Anyway, during the back and forth with my father’s lawyers, I gave them a different view of how well they were not representing my father and his affairs, and I suggested my father turn over all of his affairs to Major to oversee, including the law firm, the trust, Golden Flake, because Major was one tough customer and a smart cookie, and they would not be able to get anything him.

    Not that Major would run GF, but he would be like its guardian angel, with final say and power to fire and hire re my father’s affairs. I never told Major that, and only a few people did I tell outside my father’s law firm. I have no clue if they passed to him all that I wrote to them back then.

    I was in Tuscaloosa about 2 months, then dreams told me to head back to the Keys.

    7/21, 5:30pm

    Retired Employee

    I commend you on making the effort to speak with your dad in 2003 and it hurts me to hear that you two were unable to sit down and discuss the issues between father and son. Unfortunately your father/son experience is not uncommon. I feel that your dad was a good man, not a perfect man, as most all of us expect our fathers to be. You may never know his pain or his reasoning or exactly what or who was influencing his behavior at that moment. My guess, being a father, is that he would regret not having met you in Tuscaloosa. Once again, none of us are perfect. Again I applaud your intention and effort. Fathers cast big shadows and more times than not, it is harder for them to admit that they/we are just humans and make choices that one day they/we may regret. Notice I said Choices and Not Mistakes….l NEVER MAKE MISTAKES…sometimes just POOR CHOICES! LOL I was never much of a fisherman but loved sailing in the Keys!

  • Sloan Bashinsky

    7/21, 5:45pm

    Sloan Bashinsky

    I know these things you say about my father and fathers and sons. It was on the trip to Tuscaloosa that my first wife, who lived there, told me my father was having Joann open and read all of my letters to him, before he read them, and then they mailed the letters to her, who had gotten a PhD in psychology, for her to tell them what she thought was my state of mind. I did not tell my first wife why I was in Tuscaloosa, something held me back. Then, when she told me what was going on, I kept why I was in Tuscaloosa to myself. That freaked her out, she thought I was there to do something to her. Which was not the case. I simply needed a place to hang out, from which to operate. When the operation collapsed, was pointless, I stayed a while longer in Tuscaloosa, then went back to the Keys. When a year and a half later my father’s lawyer called me and told me my father had died, I burst into tears. The lawyer told me not to cry, my father was in a better place. I said I knew that, I was crying because he and I had never sat down and talked. When the lawyer called, I had only just then typed the last sentence of a memorial, turned out an eulogy, for my father’s and my relationship, called “The Hit and Miss Club.” I had copies of it made into a fold over pamphlet and gave the lawyer a copy. After he had read it, he told me cold chills ran up and down his spine when he read it. It, which I had finished typing maybe 5 seconds before he called me with the news my father had died.

    7/21, 5:48pm

    Retired Employee

    invited you to Messenger.
    Sending messages is fast and more fun on Messenger. Get a link sent to your phone to install the app.
  • Sloan Bashinsky

    7/21, 5:58pm

    Sloan Bashinsky

    don’t have that kind of phone, Larry, mine is just a flip open cell phone, messages a bitch to send

    7/21, 5:59pm

    Retired Employee

    You are a good man my friend! When we loose them, we know they are in a better place, but our hearts still hurt. I lost my mom and dad (both were 84). Dad had Alzheimer’s and Mom congestive heart failure. They died within a month of each other. We never get over it.

  • Sloan Bashinsky

    7/21, 6:03pm

    Sloan Bashinsky

    I’m a mutant. I don’t miss my father or my mother, and am glad they are in a better place. Same with the black woman who raised me as her own. I was wrecked, however, when my infant son died of crib death. A very long time stabilizing from that. Probably still haven’t gotten over it. Same for some women I loved, and no longer am with.

    Right now, I’m dying slowly over Kari Dangler. Might be something about that in tomorrow’s post. And about my father and me, which you have prompted. And might not. It’s still only today.

    7/21, 6:39pm

    Retired Employee

    I was unaware of your infant son’s crib death. The death of an off spring must be almost unbearable. I am so sorry. On a different note, Have you heard from HYF lately? FE told me he was not doing too well.

    You need to school me on Kari Dangler. I don’t think I know her!?

  • Today

  • Sloan Bashinsky

    8:52am

    Sloan Bashinsky

    see today’s post at goodmorningkeywest.com, after I publish it, also there is latest from my father’s lawyer and my reply back to him, which you might find interesting.

John P. McKleroy, Jr. <JPM@spain-gillon.com>

Thu 4:31 PM
You;
Paul Leonard (Psl@spain-gillon.com)

Sloan:
 
I hope you are doing well. 
 
I am pleased to respond to your questions recently submitted by email.
 
·         I have requested the amount of preferred dividends paid for 2015 from John Shannon who serves as bookkeeper and accountant for SYB, Inc.  You may recall that John served as Controller and CFO of Golden Enterprises/Golden Flake for many years.  Prior to your father’s death, John was engaged by your father to provide part-time bookkeeping and accounting services to SYB, Inc. and John has continued in this capacity.  John is currently out of the office with a illness, but is expected back next week.  I will provide you with this information as soon as I hear from John.
 
·         The owners of the SYB, Inc. Preferred Stock are:
 
            Marital Trust under the Will                                                   Class A Preferred        87,869.52 shares
            of Sloan Y. Bashinsky, Sr.                                                      Class B Preferred        23,667.98 shares
 
            Joann F. Bashinsky                                                     .           Class A Preferred        64,211.41 shares
                                                                                                            Class B Preferred        16,332.02 shares
 
            Total Class A Preferred Shares issued and outstanding         152,080.93 shares
            Total Class B Preferred Shares issued and outstanding                40,000 shares
 
·         Assuming that the total 15% annual Class A and Class B preferred dividends had been paid to each preferred stock holder for 2015, the dividends would have been
 
            On the Class A:
 
                        Marital Trust under the Will
                        of Sloan Y. Bashinsky, Sr.      $1,001,712
 
                        Joann F. Bashinsky                 $   732,010
 
                        On the Class B:
 
                        Marital Trust under the Will
                        of Sloan Y. Bashinsky, Sr.      $   248,513
 
                        Joann F. Bashinsky                 $   171,486
 
Note:  If dividends are declared by the Board of SYB, Inc. for payment in excess of the 15% annual preferred dividend, the Articles of Incorporation require that the Preferred Stock and Common Stock both participate in the excess dividends.
 
·         The 15% annual dividend on the Preferred Stock is “non-cumulative.” 
 
·         SYB, Inc. owns 5,283,126 shares of GE stock.  If the merger is closed, SYB, Inc. will receive 5,283,128 X $12.00 = $63,397,536.
 
·         SYB, Inc’s tax basis in the GE common stock is virtually zero.
 
·         The 15% annual preferred dividend is computed on “current and accumulated earnings” as required by the Articles of Incorporation.
 
·         The sales proceeds for the GE stock will be a capital asset and after payment of capital gains tax and expenses, the net proceeds will be reinvested in other capital assets, i.e., corporate stocks, bonds, etc.  The sales proceeds will not be constitute “current or accumulated earnings” for determining dividends.
 
Thanks.
 
John
 
 
SGLogo

John P. McKleroy, Jr.
Phone: 205-581-6226
Fax:  205-324-8866
Email:  jpm@spain-gillon.com

I replied today:

Morning, John –

Thanks for your prompt response, when I know you are covered up with the sale to Utz and the rest of your law practice and life, affected by years and gravity.

The latter two are wearing me out, as I turn 74 in October.

As is living on Social Security, $740 a month. Maybe dead I would be, if friends had not invited me last fall to stay in a small efficiency apartment in the back of their home, at no rent. I’m too old now to live on the street and/or sleep nights in a disease and addict-invested homeless shelter.

My daughters appear on their way to being very rich, thanks to my father. Hope they use it well. 

Meanwhile, I hope the Utz sale goes through and stops the dividend hemorrhage that has been hurting Golden Flake for a long time. My father came to rue he had ever taken the company public, but he may not have told many people that.

Maybe more later.

It’s been a trying past couple of days personally, need to let it settle.

Sincerely,

Sloan

Posted in Today's Vulcanite | Leave a comment