Feb 1, 1983

Anatomy Of A Merger

Bard Heavens' determination to expand his horizons by selling American Shim Die distracted him from the perils of being acquired.

 

This story is true, but not entirely factual. It is true in that it describes the way two people, married and in business together, saw and understood a series of events and decisions that influenced their business and personal lives. But it is not factual, in that other people in the story have a different perception of the same events and decisions. There are many true stories to be told here. each faithful to a unique view of the facts. We tell the one that Bard and Shirley Heavens lived. For them, this was the truth. When he is there, which is most of the time, Bard Heavens answers the telephone himself at the still-tiny company he and his wife, Shirley, started less than a year ago "Good morning, Shim-It Corp.," he says enthusiastically. The call might be some one with an order.

He wakes up optimistic every morning, probably too optimistic, in Shirley's view. If her husband's earlier hopefulness had been well founded, today she would be spending more time with her two teenage daughters. And Bard would be honcho-ing the international expansion of a multimillion-dollar manufacturing business while anticipating an aetive, early retirement in just a couple of years. They still don't know what went wrong. Whatever it was, it began three years ago when they decided to sell American Shim & Die Inc. (AS&D), the company they started in-1975.

Bard had spent 15 years with a company called U.S. Gasket & Shim Corp. (USG&S), in Cuyahoga Falls, Ohio. By 1974, when he was 41, he had been president of USG&S for three years, during which time the company's sales had grown from $2 million to nearly $4 million. He foresaw continued growth for the company, but he also foresaw problems. He wanted new managers in a reorganized management structure. He wanted a computer. The chairman, the majority stockholder, disagreed. Bard went to the bank, arranged a $400,000 loan, and offered to buy the company for $1 million with the balance to be paid over 10 years. His offer was turned down and in January 1975 he resigned.

"The only alternative," says Bard, "was to start a company of my own. So I did, and I knew it would be up and running in a year. I was Mister Shim. If God couldn't do it, I could." He and Shirley had been married two years, both for the second time; they threw themselves into the new business.

A shim, usually made of stamped metal, can be as thin as 0.0005 inch, less than the thickness of aluminum foil. Bard calls it "an engineer's eraser. " Shims are used in the construction of machinery to fill a space between adjacent parts that, by accident or by design, is slightly larger than need be. Shims make things fit together, everything from toasters to rocket engines. U.S. manufacturers buy about $50 million worth of these custom stampings every year from scores of suppliers, mostly small machine shops, although three companies probably account for nearly one-third of the industry's sales.

The growth of the shim industry is tied to the needs of its traditional consumers. Shim makers can't create new markets as, for example, computer makers did by moving their machines into the home. So any new shim maker grows only at the expense of its competitors. And, since a shim is a shim, the only way to take business away from the competition is to offer lower cost, higher quality, better service, a bigger smile, or some combination thereof.

The new company, AS&D, grew, albeit at a slower pace than Bard had optimistically projected. By 1979 the company had 22 employees producing and selling $750,000 worth of shims from the Kent, Ohio, plant. Pretax profits reached $100,000, according to the Heavenses, even after they pulled out $40,000 in combined salaries for themselves. The only serious glitch was an angina attack Bard suffered in 1977. With him in the hospital, Shirley had to quote prices to buyers and watch over the shop. Had it been Shirley in the hospital, Bard would have had equal difficulty stepping into office details. They resolved thenceforth to be better understudies for each other.

Despite the company's respectable growth rate, Bard was impatient. He had started American Shim only because he couldn't be the manager he wanted to be while at USG&S. He wanted American Shim to grow. Since shim suppliers must be reasonably close to their customers to provide quick delivery and frequent plant visits, growth meant opening new plants in other geographical locations. "We figured the Ohio plant could do about $1.5 million. If we could get a California plant doing about $1 million, then we could look into another market, maybe Texas."

Bard looked, unsuccessfully, for someone who could manage a new West Coast plant. In an industry as small as shim stamping, experienced plant managers are few in number and almost certainly already working for the competition. The man Bard decided he wanted had just switched jobs and wasn't ready to switch again soon. The Henvenses put their expansion plans on hold until, Bard says, "I heard that C.E.M. West was in trouble and maybe for sale."

C.E.M. Co., based in Danielson, Conn., had entered the shim business in 1977 by acquiring USC&S, Bard's old employer. The acquisition included USG&S's Westminster, Calif., and Ohio plants. Both Bard and Shirley were familiar with the California plant, now called C.E.M. West Inc., Bard from inspection trips made while he was president of USC&S and Shirley because she had worked in the plant's office. In fact, they had met for the first time there in 1969.

Bard put out feelers and in early 1980 got a telephone call from Hans Koehl, chairman of Spirol International Corp., C.E.M.'s parent company. No, Koeh said, C.E.M. West wasn't for sale, but he would like to meet Bard and talk about the shim business some day. He would call, he said, the next time he was coming to Ohio to look in on C.E.M.'s plant there. Events, however, eventually too an unexpected turn. About eight months after that first telephone conversation, Koehl bought American Shim & Die from the Heavenses, and Bard and Shirley became employees once again. It looked to them, at the time, like a very sweetdeal.

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