I think it was after I closed my law practice for good in late 1985 and moved to Santa Fe, New Mexico, to plunge into the New Age attend massage school and, hopefully, restart my life, that I heard about parallel universes, which seemed quite the rage for some people.
Looking back to that time, I think I can say with some degree of certainty that my law practice straddled parallel universes, in one of which the truth and the facts were really important. In the other universe, the very opposite was true, and that universe seemed to have the upper hand.
There was yet a third universe parallel to those two, in which I also practiced law and was paid in grief. That was the universe of my father and his second wife, Joann Linder of Nashville.
When I was a boy, my mother told me that she had smoked 2 packs of Pall Malls a day, since she was 15, to rebel against her parents. Her bedroom and car smelled like cigarette smoke, and I imagine that is why I never smoked even one cigarette.
When I was 14, my mother, with the help of an architect and a building contractor, started building her dream home in a remote area of south Mt. Brook, My father paid for it, but the title was in her name.
My mother died in early 1967, during my 2nd semester of law school. Discovered late, the cancer had started in her lungs and spread, and there was nothing that could be done.
My mother's last will and testament left her home and all its furnishings to her three children, and gave my father the right to live in the home for the rest of his life, which is called a life estate.
In 1968, my father announced he wanted to marry a woman he had met in Nashville, Tennessee. My younger brother, Major, was very opposed to the marriage. My father asked me what I thought?
I asked him if he loved Joann and wanted to live out his days with her? He said, yes. I said, then I was okay with him marrying her, and it was his life or decision, and not Major's. My father thanked me and asked if I would be his best man? I said, sure.
Major moved to California. I carried Joann's wedding ring when she and any my father were married at Mountain Brook Baptist Church. (20 years later, Major told me that he moved to . California, because our father was seeing Joann during our mother's last illness.)
I heard stories from people who ought to know, that Joann thought she was hot stuff for marrying the owner of Golden Flake, and she alienated the wives of my father's friends, all of whom had loved my mother.
Sometimes when I visited my father and Joann, they said a good will truck had come and carted off some of my mother's furnishings. Major was hearing the same thing separately, and he told his father it really upset him, because those things being given away belonged to him, me and our sister.
My father got upset, and Joann got really upset.
By and by, my father told Major and me that a meeting had been arranged at his accountants' office, where a proposal would be made to buy our mother's home from us.
At the meeting, my father's attorney, John McKleroy, a law school classmate of mine, proposed that our father pre-pay three $100,000 insurance policies on his life, and give Major, me and our sister each a policy, and we deed our mother's home to my father and Joann.
My sister was not there.
Major and I said we'd like to think about it and we'd get back to them.
I then came up with the idea that we deed the home to our father and Joann, in exchange forJoann agreeing in writing not to alter ou father's estate plan, whatever it was, for we did not know. Major said he liked my idea.
When we met with our father, McKleroy and the accountant firm and presented our counter proposal, they seemed jolted and McKleroy said they'd have think about it. I wondered what was to think about? We offered to give my father and Joann my mother's home for free.
Later, my father told me that Joann got really mad, and he didn't think she would change his estate plan, about which I still knew nothing. That made no sense to me, unless Joann had something up her sleeve, but I didn't say that. There was no point. The deal was off.
Not long after that, my father and Joann went down to Islamorada, and they invited Major and our wives to join them. Our wives went first, and they called us to tell us to get down there, because they were being given a hard time by my father and Joann. So, we flew down there the next day, as I recall.
We we all went out to dinner at a very good restaurant in Islamorada, called The Conch, which I suppose had a 5-star rating. My father was well into the sauce. The conversation turned uncomfortable. Major and I and our father went outside. My father was still carrying on. Major told him that'd he'd had a lot to drink. My father asked Major if he was accusing him of being drunk? Major repeated what he had said.
think Major and I and our wives left for Alabama the next day.
It was difficult enough dealing with sensitive family stuff. It was impossible dealing with someone under the influence of alcohol all the time, which our father was.
Joann was into the sauce, too. Until, she was getting out of her car in the garage at home, and she slipped and fell under the car, and it was rolling backward toward her, and she saw the Devil causing her car to try to kill her, and when she wasn't killed, it had to have been Jesus or God that saved her, and in that moment she was born again and gave up drinking.
I heard that from her and from my father.
My father kept drinking. Until, he fell in his bar and cracked his hip bone and was taken to the nearest hospital. A day or so later, he he went into alcohol withdrawal and was transferred to the hospital's drug rehab unit, where he went into the worst case of DTs they had ever seen at that hospital.
My second wife Jane and heard about that from my father's brother Leo, the pediatrician, who went to see my father, and Joann tried to block him, and he walked right past her, saying he had come to see his brother.
Jane and I then went to see my father. Joann looked distressed to see us. I said we needed to put the past aside, and she said okay.
My father didn't seem to know we were there. He was talking to something he could see above him, l but we could not see it. We stayed a while, then left.
The rehab unit dried my father out, and he stopped drinking for a good while. Then, he started backsliding.
The next upheaval regarding Joann occurred during a Thanksgiving Day gathering at the home of the parents of Major's wife.
Jane came to me after dinner and said she had overheard Joann say it wasn't right that her grandson Landon by her daughter Suzanne could not be with her over the Christmas holidays. She just knew God wanted Landon to be with his grandmother over Christmas!
My father had legally adopted Suzanne after marrying Joann. Suzanne was a year older than my sister, and all four of them lived in my mother's home.
Suzanne was a physically beautiful young woman. When she was 19, shecame to my home to ask for my advice. Her boyfriend's job was moving him to Colorado and he wanted her to go with him. I asked Suzanne if she loved him, and she said yes, very much. Did she want to live out her life with him? Yes. I said mother and my father were against her moving to Colorado? Yes. I said I had let my father take olt of moving away and I wished I had not. Maybe you should go to Colorado and if it doesn't work out, come back to Alabama. Suzanne thanked me, said she was moving to Colorado.
But she didn't.
She met a man named Ed Ash, who was not from Mt. Brook. They got married and had Landon. Ed seemed like a decent person to me. Bye the time I met him, Suzanne looked like she weighed 250 pounds.
By and by, Suzanne and Ed separated and were getting divorced. I heard that Suzanne, Joann, my father and his law firm were trying to persuade Ed to sell Landon to them, in exchange for Ed giving up all his parental rights I called Ed and told him what I had heard and I hoped he didn't go along with it. He said no way was he going along with it.
According to Ed, under his and Suzanne's divorce agreement, which the court had approved, they were to take turns having Landon during holidays. Suzanne had Landon with her at the Thanksgiving dinner. That Christmas, Landon was supposed to be with Ed.
I called Ed the next day and told him what Jane and told me, and that he might wish to try to head it off.
On Christmas Eve night, Ed called me. He had not been able to pick up Landon. He had not been able to reach Suzanne on the telephone. He had called my father's home several times and the line was busy every time. I said I would see what I could do.
I called my father's home and the line was busy. I drove to his home and entered through the garage into the kitchen. The phone in the kitchen was off the hook. I heard Joann, Suzanne and Landon in the play room. In times past, I had seen Joann and Suzanne in the play room, watching Jimmy and Tammy Faye Bakker's televangelist show.
I walked through the house to the den were my father liked to hang out. He was sitting on his chaise lounge. I told him why I had come. He shrugged.
I said Joann and Suzanne were violating a court order.
He said, all the knew was that London was happy with them.
I said, even so, there is a oourt order, and Ed is supposed to have Landon for Christmas..
My father shurugged.
I said, "That's asshole." My father shrugged. I said, "I can't be here tomorrow for family Christmas, knowing what is going on."
I left and drove home.
I called Ed and told him what had happened. He asked me what he should do? I said, get a good lawyer. He said he didn't know any lawyers. I gave him a name of a tough divorce and child custody lawyer I had gone up against in the worst child custody case I had handled.
The next day, my father came to my home and gave Jane and me our Christmas presents. He said I had ruined his and Joann's Christmas.
What about Ed Ash's Christmas?
Ed's lawyer called me. I told him everything I knew.
I then wrote it all up into a memo, in which I said Jane and I were willing to testify in court.
I gave Ed's lawyer a copy.
John McKleroy's law firm was representing Suzanne. As far as I knew, that firm had never handled a divorce or child custody case. I was astounded they were even involved in the case.
That all changed after I gave them my memo and Ed's lawyer filed suit against Suzanne in Domestic Relations Court.
My father hired Suzanne a lawyer that practiced domestic relations law. I knew him. He was a good lawyer. I mailed him a copy of my memo to make sure he knew what was in it. I didn't hear back from him.
By and by, Ed's lawyer told me that Suzanne's lawyer was stonewalling, which I thought was bizarre, because Jane and I were Ed's star witnesses.
I also thought it was ludicrous, because Ed's visitation rights were crystal clear in his and Suzanne's divorce agreement, which they had both signed, and it had been approved by a domestic relations court judge and made part of their divorce agreement.
I told Ed's lawyer how to get Suzanne, Joann and my father to stop stonewalling; subpoena my father and Joann to the trial. Ed's lawyer said he would do that.
The next time I saw Ed's lawyer, he said my idea had worked. When my father and Joann were served with the subpoenas, the case (which never should have happened) was settled in Ed's favor.
Ed was from across the tracks. He seemed decent, hardworking and a good father. He was up against a prominent, very rich Mt. Brook family. I had great respect for him, and was embarrassed to be my father's son.
I'm pretty sure what I told in this chapter had a great deal to do with my father having John McKleroy change his estate plan, so that, hopefully, after he passed on, there would be no legal squabbles between his natural children and their children, on the one hand, and Joann, Suzanne and Landon, on the other hand.
About graduating from the University of Alabama School of Law, John McKleory and I again were classmates in a masters in taxation plan that law school taught in Birmingham twice a week for two years.
Briefly, John set up a family holding company, into which my father transferred all of his Golden Enterprises common stock and other common stocks in which he had invested. Those securities had appreciated greatly over the years. Dividends on those securities were paid to SYB, Inc.
Parallel, John McKlroyy created the SYB Common Stock Trust, which received the SYB, Inc. common stock. The trust beneficiaries were my father's natural children and Suzanne.
That was called an "Estate tax freeze" trust.
My father paid the gift taxes due when the SYB, Inc. common stock was transferred to the family trust. Any subsequent appreciation in SYB, Inc. common stock would escape the federal estate and gift tax.
SYB, Inc.'s income was paid to the preferred stockholder, my father, while he was alive, and then to Joann, 40%, and 60% to the Marital Trust in my father's Last Will and Testament, if Joann outlived my father. No dividends were paid on SYB, Inc. common stock to the common stock trust, because SYB, Inc. didn't have enough income to pay all that was due on the preferred stock.
Upon the latter of my father's death, Golden Flake being sold, or 2021, SYB, Inc. would be dissolved and its assets paid over to the common stock trust, which would be dissolved and its distributed in equal shares to my father's 4 children, my brother and sister, Suzanne and me (or our surviving children).
When John McKleroy set all of that up, the distribution from SYB, Inc. to the common stock trust was a non-taxable event under the Internal Revenue Code.
That looked to sometimes tax lawyer me like a nice, neat, polite, orderly, seamless plan, and I wrote McKleroy a letter saying I thought it was a good arrangement.
Fast forward to an excerpt from this from my blog, goodmorningkeywest.com (which died and went somewhere in 2017):
Text of email from me to John McKleroy, attorney for my father’s estate and business affairs; John and I attended law school and tax law school together at the University of Alabama:
7/4/2016
Good afternoon, John –
Hope all okay with you.
I know you probably cannot comment on what follows.
A while back, I started receiving inquires re GE (Golden Enterprises) stock price rising. I said I knew nothing that might explain it, which was true, other than it looked to me someone was taking a position in GE common stock for reasons unknown, because the company’s profits are not going up to explain the common stock price increase.
Inquires continued coming to me, as GE common stock price kept rising, and I gave same response.
I did from time to time speak with former GF (Golden Flake) employees, who said they did not know why GE common stock price was rising.
After yet another inquiry this past Friday, re GF common stock being over $7 a share, a huge rise, relatively, since the first of the year, I called the same former GF employees. Here’s what they said they had heard on the GF grapevine (from inside GF, rank and file employees).
3 companies, Snyder, Mexico Coke and Utz, were negotiating for GE. Mexico Coke pulled out. Snyder missed the cut, got bent out of shape and stopped selling its pretzels to GF. The apparent winner Utz is trying to get more information about GF’s deals with its customers and is having trouble getting that information because GF recording keeping not all that good. Closing expected next month. Buy out price, $16 per share GE common stock. Mark McCutcheon has negotiated a golden parachute for himself.
I told the former GF employees this is all handed down, and who knows what really is going on? However, I said, I did not think someone trying to buy GE, thus GF, would be taking a position in its common stock before the purchase, because that would be costly if the purchase did not go through. Rather, I think GE common stock price rise is due to insider trading, or insider information being leaked to people not working for GF/GE. I told the former GF employees, if they buy GF common stock now, they will be viewed as insiders doing insider trading, and they could go to prison, so don’t buy GF common stock now, and don’t tell relatives and friends to buy it.
I own no GE common stock, nor any interest in GE/GF, other than provided in my father’s estate plan. I will not be buying GE common stock. I am not telling anyone to buy it.
I suppose the GE Board of Directors needs to be apprised of what I wrote above, in case it is not old news to them.
Thanks,
Sloan
Backstory, not shared with John McKleroy:
About a month ago, my father came to me in a dream and looked me in the eye and shook my hand, and he came to me in a dream about a week ago and told me he would settle in full with me in 4 1/2 years, and I needed to talk to Joann (his 2nd wife, widow). SYB Common Stock Trust, holding stock in SYB, Inc. Common Stock Fund, which owns Golden Enterprises and other common stocks, terminates December 31, 2020, 4 1/2 years from now. Not clear yet what talking with Joann means. She is my father’s widow, his 2nd wife.
Sloan:I hope you are doing well.Attached you will find a copy of a Press Release concerning the merger of Golden Enterprises (Golden Flake) with Utz Quality Foods, Inc. of Hanover, Pennsylvania.A Special Committee of the Board of Directors of GE consisting of Independent Directors, along with their engaged financial advisors and outside legal counsel, have been working on this matter for some time.The Special Committee, its financial advisors and outside counsel, along with the Board of Directors of GE, believe this merger is in the best interest of the Company, its stockholders and employees.This transaction will not affect your distribution from your father’s Marital Trust (at Joann’s death) or your distribution of one-fourth of the Common Stock of SYB, Inc. This transaction will create more investment liquidity for SYB, Inc.I am working on the other questions you recently put to me concerning SYB, Inc. and should have a response to you in the next few days.Very truly,John
Attachment:
Mark McCutcheon, CEO Golden Enterprises, Inc. One Golden Flake Drive Birmingham, AL 35205 Phone 205 323 6161 Fax 205 458 7335 Golden Enterprises, Inc.
BIRMINGHAM, AL and HANOVER, PA, July 19, 2016 / PRNewswire / — Golden Enterprises, Inc. (the “Company”) (NASDAQ: GLDC) and Utz Quality Foods, Inc. of Hanover, PA (“Utz”) announced that they entered into a definitive merger agreement on July 18, 2016, pursuant to which Utz will acquire the Company and Company stockholders will receive $12.00 per share in cash. This price represents a premium of approximately 71 percent over the Company’s 30-day average closing trading price of $7.00.
“After conducting a review of strategic alternatives by a Special Committee consisting of independent members of the Company’s Board of Directors, we believe that this is an excellent transaction for our stockholders, our customers and our employees,” said Mark McCutcheon, Chief Executive Officer of the Company. “This merger will allow the Golden Flake brand to continue to grow in our core southeastern markets, while expanding the product selections for our consumers. Utz is a very community oriented company and we look forward to the future that Utz and Golden Flake will create together.”
Utz Quality Foods, Inc. is a privately held snack food company, founded in 1921 by William and Salie Utz. They began making potato chips out of their home in Hanover, in much the same way Frank Mosher, Mose Lischkoff and Helen Freidman began Golden Flake in 1923. The Bashinsky family began their snack food legacy when they purchased the business in 1946. During their tenure the Company grew from a small local operation to the multi-state corporation it is today.
“We are excited about the opportunity to partner with Golden Flake,” said Dylan Lissette, Chief Executive Officer of Utz. “The two companies are very similar both in mission and values, and each has a team of dedicated associates. Golden Flake’s product line, market coverage, and manufacturing facilities blend well with Utz’s desire to expand and grow our markets in the south.” Both management teams recognize the value of the “plus one strength” gained from the synergies of each company. The Golden Flake product lines and production capabilities will complement the Utz product portfolio, which includes Utz, Zapps, “Dirty”, Bachman, Wachusett, Snikiddy and Good Health.
“Our company has viewed Golden Flake as a leader in the industry. Their culture, quality line of products, and dedicated people, through the vision and leadership that Mr. Bashinsky established, is a wonderful fit within our company,” said Mr. Lissette. Golden Flake will operate as a separate subsidiary under the leadership of its current management team and continue to be an important part of Birmingham as “The South’s Original Potato Chip!”
Subject to antitrust approval and satisfaction of other customary closing conditions, the transaction is expected to close in the fourth quarter of 2016. Following the execution of the merger agreement, stockholders representing a majority of the voting shares of Golden Enterprises delivered a written consent approving and adopting the merger agreement. The merger agreement includes a three-day period during which the Company’s Board can consider an unsolicited alternative proposal that it concludes in good faith (after consultation with outside legal counsel and the financial advisor) is more favorable from a financial point of view to the stockholders of the Company than the transaction contemplated by the merger agreement.
North Point Advisors, LLC acted as financial advisor to the Special Committee of the Board of Directors of Golden Enterprises. Sirote & Permutt, PC acted as legal counsel to the Special Committee of the Board of Directors of Golden Enterprises. Sandler O’Neill acted as financial advisor to Utz. Cozen O’Connor acted as legal counsel to Utz.
NOTE: This press release contains forward-looking statements. Readers are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual events or our actual results to differ materially from those expressed in any such forward-looking statements. Such forward-looking statements include the possible benefits of the proposed Golden Enterprises acquisition to the Utz business. Readers are directed to Golden Enterprises’ periodic and other reports filed with the Securities and Exchange Commission (SEC) for a description of such risks and uncertainties. Neither Golden Enterprises nor Utz undertakes any obligation to update any forward-looking statements.
No comments:
Post a Comment