Birmingham Boys

By Don Beverly

When the massive corporate bankruptcy of WorldWide Aviation is filed in Birmingham, Alabama, and assigned to a corrupt trustee who happens to be an addicted gambler, the local fraternity of greedy bankruptcy lawyers hurries to the attorneys' fee-feeding trough being lavishly funded by the trustee to protect himself from blackmail by the six, affectionately nicknamed the Birmingham Boys by those who suspect the conspiracy.

• Language: English
• Publisher: Don Beverly
• Release date: Jul 22, 2014
• ISBN: 9780986000942

Don Beverly

Don Beverly grew up on the shores of Lake Okeechobee in Palm Beach County, Florida, graduated from Vanderbilt University and the University of Florida Law School, beginning his career in Miami as a trial lawyer. He ultimately moved to West Palm Beach where he practices today, according to him, "as little as possible", while he pursues his lifelong love of writing, particularly about his own life experiences, which are numerous. Beverly, known to his beloved wife, Molly, and his many friends simply as "DB", has achieved national prominence as a lawyer, has over five thousand hours as a pilot, has won a multitude of state and national cutting horse championships, enjoys skiing when at his home in Fairplay, Colorado, and operating his high-performance airboat in the Florida Everglades. During this multi-faceted career Beverly has written many articles about his interests as well as academic subjects, including successive editions of his legal treatise, Florida Trial Evidence. He has also served as a Director on the Boards of Chris Craft, Inc., the National Cutting Horse Association, Kirkwood Ski Resort, Inc., the Academy of Florida Trial Lawyers, the trial section of The Florida Bar, and as frequent Chair of the Professional Ethics Committee of The Florida Bar. Beverly was named South Florida's "Best Lawyer'' in the January, 1992, issue of Palm Beach Life.In his Jake McCall Adventure Series, Don Beverly calls upon his vast personal reservoir of knowledge and experience to take a shot at the bureaucratic shenanigans which have irreparably wounded his beloved Everglades while weaving incredibly well-researched but exciting tales populated by colorful and credible characters against the backdrop of an astounding wetlands geography and environment seldom seen by humans. Beverly’s books easily earn the description "page turner", but at the same time, not always so subtly, communicate messages of national consciousness not to be disregarded.

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INTRODUCTION

When the massive corporate bankruptcy of WorldWide Aviation is filed in Birmingham, Alabama, and assigned to a corrupt trustee who happens to be an addicted gambler, the local fraternity of greedy bankruptcy lawyers hurries to the attorneys' fee-feeding trough being lavishly funded by the trustee to protect himself from blackmail by the six, affectionately nicknamed the Birmingham Boys by those who suspect the conspiracy.

The nature of assets in the bankrupt estate, including a Gulfstream 550 executive jet capable of non-stop flights to Colombia, enables the trustee to authorize use of the aircraft for round trips to Bogota and back into Birmingham.

As legitimate purchasers attempt to evaluate select assets to be acquired from the bankruptcy, it becomes suspect to the FBI that money is being embezzled. Months later, the agent assigned to the case is so overwhelmed by the massive amounts being stolen that he decides to abandon the investigation and worm his way into the thievery.

As strange events begin to accumulate within the environment of the pending bankruptcy and what is undeniably a professional assassination occurs, a man reputed to be a former government investigator is brought in privately to assess the situation. Unknown even to those who employ him, he still works deeply undercover as a covert special ops agent, traveling worldwide with his ostensibly retired partner to neutralize problems, be they human or material.

As unexplained explosions and dead bodies begin to accumulate, and the international importation of drugs is suspected, Jake McCall and John Reed are assigned to travel to Birmingham unannounced to check out the suspected rogue FBI agent, now perceived to be 'off the farm' and extremely dangerous. The trail of crime takes an unsuspected twist when McCall and Reed unearth evidence that a massive international Ponzi scheme and drug business has been masterminded by a respected participant in the attempted resurrection of WorldWide.

The four intimidating lawmen quickly find themselves working side by side to dissolve the criminal network, ultimately found to reach from Birmingham to the Gulf coast and involve the infamous Dixie Mafia, then to Miami, Mexico and Nassau. McCall and Reed are sworn to preserve the covert status of their newly discovered counterparts, even though the source of their authority remains unknown.

Neither McCall nor the FBI ever learned who their shadowy allies were, what they do or what agency they work for, officially. As Jake would explain to John Reed,

Never ask a question unless you're prepared for the answer.

CHAPTER 1

The old man knew damn well he was making a mistake by even listening, as if he had a choice.

But it would simply be the next of many mistakes which were always and predictably the products of love and family, never financial. Matter of fact, his financial decisions had proven exceptional, although he was often characterized by some, invariably his adversaries, as cold-blooded.

But to the old man business had always been business and emotional decisions were off limits.

This was different. It involved his only son, convinced that what he proposed was good business. To the father the business part made no sense and he knew better than to even listen. But it was his son. The boy had to make his own mistakes. His father could well afford to pay for as many mistakes as it would take to teach the boy things which should have been learned from a lifetime of watching his father struggle from what the Wall Street Journal had recently and diplomatically called meager beginnings to a wealth he had fought for decades to bring to his family. His success had always been secondary to the real goal of providing his family with a security he had never known as a child.

So good judgment had nothing to do with the conversation. The old man listened patiently,

"Dad, you know this company well. When I began researching their history I found a series of old articles in Barron's about your efforts back in the seventies to buy this company. Seems you thought it would be a good fit for the conglomerate you had built with the airline, hotels, rental cars and travel agencies. Adding the world's premier executive aircraft company to the combine was a logical next step after you took the company public and had the capital to underwrite the acquisition.

I guess no one but you really knows the full story of what happened.

But now the company is on the verge of bankruptcy and I've put together a group to make a bid for the assets and get it reorganized. In hindsight, they should have never fought what got characterized as a hostile takeover bid since they would have all retired as millionaires and the company would have been able to get through the last several years of economic stress.

But don't panic. I'm not asking for any financial help, just advice."

The old man twisted sideways in his wheel chair to take some pressure off the perpetual knife-like pain in his low back and right hip, knowing as he did so that any words he was about to use had to be chosen carefully. Whatever they were would impact not only his son, but perhaps even more so the boy's mother, his wife of fifty-three years. They had lived their lives together and he now loved the woman more than ever. After losing their older child in a helicopter crash in Iraq twelve years earlier, the younger boy was left as their only son.

No matter what her surviving son's request it would receive his mother's endorsement. Whether it happened to be a flawed business venture was meaningless to her, so before responding the father took a deep breath and sighed,

"Here's the story, son.

You've done the research and read what the reporters said about the deal at the time. No doubt about it, WorldWide Aviation was at that time the type company which would have been a perfect fit with our Allegro conglomerate of travel related services. It would have expanded our access to the high end of the corporate executive jet market, even beyond what the founder of the company, D.R. Whittington, had already done. I had our merger and acquisition team of lawyers and accountants study the company and its’ financials before we ever bought a share of WorldWide stock. At the time we were looking at a couple of other companies but when WorldWide began to emerge as the best prospect we bought a few shares of their common just to give us standing as shareholders to attend annual meetings.

Frankly, we were never impressed with Whittington's management style since it was dictatorial at best and in our opinion had held the company back. Which is one reason we liked it since it had potential to move to the next level if Whittington was out of the way.

Anyhow, we registered our position with the SEC when we ultimately bought a little over five percent of the common on the open market. The stock had been stuck at around thirty dollars when we made what was intended to be a friendly offer at thirty-three. As soon as our offer went public this Whittington character told the Journal it was a hostile takeover effort, which it was never intended to be. But as things turned out, it became hostile and we eventually increased our bid to forty-two dollars. With Whittington's stranglehold on the board and his ego at stake the offer got rejected.

As always, your mother knew what was going on and one morning at breakfast I just asked her if she thought we should offer more money. Her response was, 'Why?'

She had never understood my infatuation with WorldWide and correctly, as it turned out, felt the company was too fragile to survive tough economic times, which is one of the reasons you're now looking at a company in bankruptcy. I followed your mom's advice, sold our stock at a profit and withdrew our tender offer.

Foreseeably, the shareholders sued Whittington and the board of directors individually and filed a derivative suit against the corporation. In turn WorldWide sued Allegro and we pissed away almost a million dollars in attorneys' fees before that case got dismissed. But the shareholders' suit against Whittington and WorldWide went to trial and they got hammered for millions. The litigation and appeal dragged on for ten years or so and in the process crippled the company and left it with no management since Whittington was forced out and say what you will, he knew how to run WorldWide better than the lightweights who are there now.

Since then the company has been unable to attract any capital or borrow any serious money and the stock drifted down to below ten dollars, which is where it was in 2007 when the wheels began to come off our economy. Two years later the company was a dead duck, the stock had cratered even further and executive jet travel was being criticized by shareholders and Congress alike. The only things which kept World alive were fuel sales at it's chain of fixed base operations and income from hangar rentals.

So now the thing has come full circle and my son is trying to buy a company which I tried to buy thirty years ago.

To answer your question, here's my advice. Make a lowball offer for the assets and WorldWide name. Don't try to buy the stock at any price since you'll spend tons trying to conduct due diligence about a corporation which may be toxic and is worth nothing but book value no matter what. If you buy the assets from the bankrupt estate the stock is worth nothing and between the trustee's fees and the attorney's fees he doles out to his lawyer buddies the shareholders will be lucky to get anything."

The old man had said his piece. Now he again attempted to find a position in the wheelchair which would lessen the searing pain radiating down both legs from the site in his lumbar spine where, as he characterized it, those fuckin' hacks had fused vertebrae and left him barely able to walk at all.

After a few moments of silence his son continued,

"Thanks Dad. You've confirmed pretty much what my group and I've concluded, but based on what you just said I think we'll take another hard look at our offer price and slow down our bid. We don't know of any other serious competition to buy the assets unless the trustee is willing to split things up and sorta' auction off bits and pieces, which he has said he prefers not to do. Meanwhile, the management team is coming unravelled since nobody wants to go down with a sinking ship and they know they won't survive a takeover, no matter what.

Thanks again and say hi to Mom. I'll keep you posted."

O.K. son. Good luck.

And that's how it started!

CHAPTER 2

The younger Williamson had been named Brad, after his mother's father, Bradley, who had come to America from the sheep and farming country in northwest England and settled in Park County, Colorado, where over the years he had become successful raising cattle and alfalfa hay.

But as long as everyone could recall, young Brad had been called Sonny. Even his maternal grandfather finally gave up on having a namesake, although when Sonny had spent summers with them in Colorado his grandparents indulged themselves and insisted on calling him Brad for a few weeks each year. It never bothered Sonny in the least and he confided to his friends it was a small price to pay for time in the Rockies and a place to crash during ski season just over Hoosier Pass from Breckenridge.

Sonny's mother had been born in the little hospital in Frisco and twenty years later met Sonny's father when he was learning to ski in Vail where she was one of the first instructors. Soon after Vail Associates opened the resort in the early sixties Sonny's father visited the popular village to evaluate its potential for a hotel site.

Never having skied before he decided to learn while there and on the morning of his second day was assigned to a class of five, led by a beautiful young instructor named Clarissa. He had tried his best to listen to her instructions but was completely mesmerized by this vibrant and athletic young girl. So much so that he cancelled his return reservation on United and reserved Clarissa as his individual instructor for another three days. A week later the two had become inseparable and no one, including Sonny's father, Bill Williamson, ever knew whether his ultimate decision to build a hotel in Vail was because it needed a hotel or because doing so would require him to be there with Clarissa.

Two years later, on the anniversary of their first meeting, they were married in the new hotel, the Mark.

Three years thereafter the couple was living in New York and the first of their two sons was born. Sonny was born almost eighteen months later. The two boys and their mother spent winters in Colorado, with their father, now known in corporate America simply as Bill W., commuting back and forth on weekends as his empire exploded with one creative deal after another.

Clarissa had not experienced the paucity of childhood which clearly drove her husband but she understood, admired and supported his ambition, never doubting his devotion to her and the boys.

Blessed with an uncanny ability to focus and a mission oriented philosophy, Bill W. was able to keep life simple. No matter how complex his deals became he was either working or with his family. It was either business or Clarissa and the boys and he never commingled the two. Everyone quickly learned that when Bill W. was with his family he was not to be bothered, no matter what. The deal would have to wait. He and Clarissa were there for their sons from Cub Scouts and Little League through Yale for the older boy and Vanderbilt for Sonny.

Neither of the boys had married, which turned out to be a blessing when Sonny's brother was lost in Iraq, after which the family was in shock for months and even though still a relatively young man, Bill W. never quite seemed to recover. He began to delegate everything to others and after Sonny graduated from college he and Clarissa decided to leave New York and move to Florida, keeping their Colorado house which had been built near Clarissa's parents' ranch in Park County near the little town of Fairplay. After his back began to act up when Bill W. was in his early sixties, he gave up skiing, although Clarissa continued to do so until her husband finally had to succumb to a wheel chair. The cold winter weather of Colorado bothered Bill W. and he would visit only during the summer months. As he was fond of saying,

I'm like the Aspen leaves, I come out in the spring and leave in the fall.

So things were when Sonny laid out for Bill W. his plan to take over Worldwide Aviation.

CHAPTER 3

But things change rapidly in corporate America and change can come from the least expected places.

Not that it came as any big surprise that the bankruptcy trustee continued to allow his lawyer cronies to feed at the attorneys' fee trough of the Worldwide Aviation Chapter 11 reorganization since the company's multitude of creditors threatened to toss the company into involuntary bankruptcy and further prolong the bloodletting until nothing would be left but the corporate shell. The company's assets would be garnered by the trustee and liquidated in wholesale fashion until the Worldwide Aviation identity was lost and it's momentum in the marketplace had evaporated.

The fraternity of bankruptcy and creditors' lawyers would again prosper like vultures on carrion but once control of the corporate carcass was lost, little could be done to slow or stop the process since all ancillary litigation efforts to do so were stayed by the bankruptcy filing. To say the least, an interesting anomaly of the law which is the consummate self-fulfilling prophecy, virtually insuring the demise of companies which otherwise would have a chance at financial resurrection.

But akin to so many of the institutions which have become bloated in direct proportion to America's explosion of people and litigation, it's bankruptcy system is no exception. However, the very nature of bankruptcy proceedings is incestuous for many reasons.

First, any individual or business which is forced to employ so-called bankruptcy protection does so in a last ditch attempt to preserve and manage such assets as remain in what is commonly described as the bankrupt estate. By definition, an element of desperation accompanies what was originally designed as a court supervised procedure insuring either an orderly re-organization or liquidation of the distressed estate. With that desperation invariably comes other distractions, some economic, some managerial and some psychological, or most likely, some combination of all the above producing a crippled candidate for salvation.

The economically vulnerable entity is then electronically and impersonally assigned a case number, a judge and trustee, at which point the coalition of attorneys representing the bankrupt and its creditors begins its feeding frenzy for fees, further crippling what's left of an estate seeking court protection because it's liquidity has already been lost. Predictably burdened with an expanding case load, the court can only devote an occasional brief hearing to any one of it's assigned cases, the preponderance of which is devoted to the non-stop fee award motions filed by the trustee and his lawyer brethren. Inherent within this incestuous brotherhood has evolved a well recognized philosophy often but unsuccessfully criticized by the Federal judiciary and characterized by one pragmatic jurist as, You scratch my back, I'll scratch yours!

CHAPTER 4

So it was that the legitimate due diligence period which Sonny