When John and I first met Dietrich in Aronson's Akron office, we were impressed with his knowledge about Chapter 11 and he answered our basic questions in a very relaxed matter-of-fact manner. He was soft spoken and did not falter in his answers. When we asked him for a general estimate of the costs for taking our company through a Chapter 11, his $20,000 to $30,000 estimated cost coincided with Mel Obenour's estimate and since Dietrich was with a large law firm, Roetzel & Andress, we thought that we would have access to their brain trust if Dietrich did not have all the answers.

We left Dietrich with the assurance that if it became necessary, his firm and he would be our attorneys.

Because Pro Arts was in very poor financial condition, John and I agreed to be closed from December 24, 1981 to January 4, 1982 and force every employee to take all their vacations at that time. Since we were paying for the vacations and the company would not be over productive during this period, we felt that we would optimize the situation to our best advantage and still provide the employees with their vacation. We agreed to keep the office open and continue to answer the telephone while preparing for the Transworld Trade Show in Chicago in mid-January.

On December 28th, Hale called John and told him that Central Trust Bank was dragging down the entire loan!

It appeared that our $300,000 November 13th loan balance was now only $265,000 and that Monday had generated over $35,000 in accounts that had paid Pro Arts. The drag down would net them the entire amount and Pro Arts would not have any cash flow until the $230,000 remaining loan balance was paid!

John called Dietrich immediately and Dietrich filed the Chapter 11 papers on December 29th.

With the filing of the Chapter 11, Dietrich and Roetzel & Andress became Pro Arts' attorneys. All our cash was being held by Central Bank subject to the bankruptcy court's jurisdiction.

The news of Pro Arts, the Farrah Fawcett poster manufacturer, filing Chapter 11 made not only the front page of our small local newspaper, but it was national news as well. The Wall Street Journal had a few columns devoted to the history and fate of Pro Arts. Entertainment Tonight mentioned it on national television and both the Akron Beacon Journal and Cleveland Plain Dealer featured the Chapter 11 filing.

The news hit everyone as quite a surprise. K-Mart had declined our offer to settle the poster rack situation with a $320,000 promotional poster order and with this Chapter 11, K-Mart was inclined to deal with the court rather than waste its time settling with the ruptured company.

I was taking all the telephone calls from everyone that wanted to discuss the company's business and problems. It appeared as if I were a broken record because I had to relate the story of the events over and over again.

I received a call from an attorney in New York City named Kenneth Newman. He represented a potential investor that had an interest in our company and wanted to know if we had an interest in an outside investor. At this point, we were interested in anyone that could help us out of the Chapter 11 situation.

I was a little bit naive and too trusting. Since we entered Chapter 11 so easily, I could not envision the tremendous amount of time and effort that would be needed to get out of Chapter 11. Once the attorneys representing every faction concerned with Pro Arts got involved with the Federal Bankruptcy Court, they began licking their chops as if to say, "Here is a great beached whale waiting for me to get my piece of the meat!"

Attorneys scratched each other's back so often that the court cost paid by the corporation would certainly exceed even the Presley Lawsuit expenses! Chapter 11 is a "signal" going up to all the attorneys involved that much money is going to be paid to them at the expense of the creditors of the company and in most cases by the company itself.

I received a call from a gentleman in Salt Lake City that was a Greek and very sympathetic to our situation. Tim Kotronakis was a businessman that had read all the articles about the Greeks in Ohio that had made their fortune with the famous Farrah poster and he was proud of the fact that we had become successful. After he introduced himself, he explained that if he could help us out of Chapter 11, he would. So I told him that I would contact him with the information once our attorneys had assembled it.

I told him that we needed $200,000 to take out Central Bank and he said that he would try to raise it. Since I received nearly 18 telephone calls and letters from would-be investors, I quickly learned that the majority of these inquiries were nothing more than insincere "sharks" looking to get something for nothing. It was difficult to separate the players from the phonies.

During the first week in January I met with Jack Chojnoski, President of Those Characters From Cleveland to discuss the possibility of selling off Pro Arts rights to the Billie the Blue Bell Bear project. He expressed a great interest in the project, but related American Greetings' plans to release their new CareBears very shortly. As we had the Strawberry Shortcake rights from Those Characters From Cleveland, we also owed American Greetings nearly $50,000 in royalties. In spite of this debt, American Greetings was very nice to us and had expressed a sincere sympathy towards us.

I met later with Maury Weiss, President of American Greetings, to discuss their potential acquisition of Pro Arts as a poster-marketing arm of their company. Our accountant, Ron Cohen from Cohen and Company had known Maury professionally and felt that his introduction to American Greetings might help convince them that Pro Arts would be a good "fit" in their acquisition plans.

Since I had met with Maury a few times earlier, we had a good relationship with his company and even though American Greetings was one of our top ten creditors, Maury had good things to say about our company.

When Ron had disclosed our gross sales as $6,000,000.oo, Maury was very surprised and remarked that the Farrah publicity and the new releases of all the other celebrities after Farrah gave his company the impression that Pro Arts had been doing millions and millions of dollars in the poster industry!

Maury explained that American Greetings might have considered an acquisition in l978 or 1979 when American Greetings had expanded their product lines through acquisitions, but now they were down sizing their company and returning back to their "basic product lines" and had no thoughts of acquiring our company at that time.

Within the first few weeks of Pro Arts Chapter 11 filing, several people called to inquire about the possibilities of acquiring our company or trying to get involved with our reorganization.

John again received a call from attorney Kenneth Newman from New York City regarding the "possibilities" of his clients funding our reorganization.

Since John had his hands filled with the employees and the attorneys in the reorganization, it was decided that I should respond to all potential parties interested in our Chapter 11. Being a salesman, I had the knowledge of our history and the potentials of our future product lines well in hand and could best express the direction Pro Arts would take if the right "marriage" could be consummated between our company and the potential investors in our reorganization.

I called Newman and he told me that his clients, which he would not name at that time, would contact me and discuss the possibilities of their involvement.

It was also in the first week of January 1982 that I was called to testify in our Common Pleas lawsuit where Pro Arts was the plaintiff and Mihalik, Useloff and Doughty were the defendants regarding their subversive activities in the Sunbelt Distributing Company in Atlanta, Georgia. Roger Ingraham represented Pro Arts in this case and since Mihalik's attorney, Peter Cantwell, failed to appear or contest the lawsuit, Pro Arts was given a default judgment against Mihalik, Useloff and Doughty for $225,000.oo!

George Fisher and I had already planned in early September of 1981 to attend the Chicago Transworld Trade Show and we had to drive to Chicago in a blizzard to set up our booth. The weather was so bad on January 9th that the State Highway Patrol had closed several exits on the turnpike because of massive snowdrifts. Yet, George and I drove the 360 miles to set up our booth.

It was at this show that I ran into Mihalik and his boss, Bill Dustin from C C Sales. I told Mihalik about Cantwell's failure to appear in the Common Pleas case and he related to me that Cantwell was handling his case and that he relied on Cantwell to do everything necessary to protect Useloff's, Doughty's and his interests. Knowing a "little bit" about the law, I told Mihalik that he had 30 days or so to appeal the Common Pleas judgment, but he said that if Cantwell "blew it," he would have a good malpractice suit against Cantwell anyway. So Mihalik did not appear to be very shaken by the rendered judgment.

The national news of Pro Arts Chapter 11 was quite obvious at the Chicago Show! Everyone in the industry came by our booth to see if we had attended the show. The news had reached the Wall Street Journal, Entertainment Tonight, the New York Times, and tabloid after tabloid used the news to show the several famous posters we had manufactured to illustrate the popularity of our product line when announcing the Chapter 11.

Steve Adler at MCA Universal Pictures had canceled our license on Magnum P.I. with Tom Selleck and C C Sales had obtained the rights to sell the license exclusively! I was told that Mihalik was offering the poster at $0.40 per copy while we had sold the poster for $0.60 each! It was necessary for Pro Arts to sell the poster for $0.35 each to "dump" the inventories we had on the license in order to liquidate the inventory within the allotted time under our license agreement. The 120,000 copies on our plant floor would cost Pro Arts an easy $30,000.00 in profit at a time when every dollar in the Chapter 11 would count for survival! Yet, once our liquidation period was over, the posters were totally worthless and John and I did not want to violate the law in trying to sell the posters after the sell-off period!

I must point out that Mike, John and I never wanted to abuse the law during our ownership of Pro Arts. It is interesting to note throughout this book that while we all respected the law, in most instances, the law was used to abuse both the company and ourselves. Decisions were rendered by many judges that reflected their "personal opinions" rather than the fairness of the law. In spite of these unfair decisions by both Federal and State Judges, we continued to press forward hoping that in the end it would all "balance out." Unfortunately, the very fact that I have had to write this book indicates that this "idealistic misconception" never transpired!

Since Central National Bank (CNB) was the culprit responsible for "pulling the plug" on Pro Arts' Accounts Receivable Loan, CNB continued to harass us each opportunity their attorneys' had. Dietrich, Pro Arts' attorney with Roetzel & Andress, defended the company against the numerous attacks by CNB, but then again he was getting paid to do this.

It is unfortunate again to discover "after the horse has left the barn" the true workings of our present legal system, however when a person is "up to their ass in alligators, it is very difficult to remember that their main objective was to drain the swamp!" So it was with Mike, John and me.

Attorneys all belong to the same fraternity. They know that if either of their clients can afford to pay their fees and the opposing attorney's fees, any and all actions from either attorney is "money in the bank!" It would be the clients' money in the attorneys' bank.

A very good attorney can make a fortune off a very bad attorney's mistakes. Since neither client is aware of the "IN's and Out's" of the law, each will fabricate a story that embellishes their "brilliant" efforts while explaining the folly in their opponent's actions. This is the common thread that makes the legal profession so disliked by the very clients these attorneys represent.

When CNB's attorney files a motion against Pro Arts, his time is paid not by CNB, but by Pro Arts! When Dietrich responds to the motion of CNB, Dietrich's time is paid by Pro Arts! As these exchanges continued through the first six months of Pro Arts' Chapter 11, the time and energy of both attorneys escalated to a point that the corporation lost valuable cash needed to maintain its day to day business not to mention the numerous hours John and I had expended in court to testify in the actions!

The fifty or sixty creditors that had attorneys represent their companies in the Chapter 11 hearings compound this situation.

Yet, these very creditors were losing as well as Pro Arts. In the end, there would be less cash available in a settlement distribution if and when a reorganization plan actually was confirmed by the bankruptcy judge.

Pro Arts' Bankruptcy Judge was Harold F. White from Akron, Ohio. He was a "nice man," but a horrible judge. In most cases, he very rarely understood what was going on. The attorneys usually made their "side deals" and then had White "approve" the deals by granting his order to confirm the deals. In nearly all cases regarding Pro Arts, White relied upon the attorneys to prepare his orders for confirmation and probably had his clerk read the orders and find case law to support the rulings he would make in confirming the "deals" the attorneys made.

Throughout the rest of this book, I will attempt to explain what was happening at the time the incidents occurred while disclosing what was actually happening "behind the scene."

The reader must remember that during the time of the incidents' occurrences, I did not actually know what was transpiring behind the scene. I became paranoid because of the net results of the incidents, but it was not until several years later that I discovered the true facts related to each incident! Furthermore, as I discovered the facts which had been continually suppressed by both the individuals mentioned in this book and later by their attorneys in a Racketeered Influence and Corrupt Organization (RICO) lawsuit, I revealed the facts of these incidents to the F.B.I., the U.S. Attorney's Office and Federal Bankruptcy Judge Harold F. White only to have the "cover-up" perpetrated by these individual supported by the Federal District Judges John M. Manos, David Dowd and Frank Battisti.

When I had spoken with Tim Kontronakis from Salt Lake City, he indicated that his cousin's husband, Bud Christianson, in Grand Rapids could come up with $200,000.oo to help fund any Chapter 11 plan that Pro Arts would propose.

As our Net Pay-off to CNB was about $200,000.oo at this time, the need for an additional $200,000.oo to help fund the company after the confirmation of a plan was made became very important to us. Since all our accounts receivable were financed by CNB, after the reorganization, Pro Arts would not have any financial institutions available to it in order to carry the receivables due Pro Arts over a 30 day period. Money would be very important to Pro Arts in order to do its day-to-day business.

I had the opportunity to meet with David Jones, President of Old Phoenix National Bank, shortly after the Chapter 11 filing. In his office I explained my optimism in obtaining a confirmation of a plan for Pro Arts and that in a few short weeks, I had received numerous calls from potential investors including the Newman New York City call.

Dave was always very pleasant with me and always treated my with respect and kindness yet he as well as everyone familiar with Pro Arts always credited Mike and John with Pro Arts' previous success. I was just an optimistic promoter and salesman with a gift of gab that sold posters. Dave ask me to "roll over" with Pro Arts and let Old Phoenix go through an orderly liquidation instead of letting the "New York Sharks" as he called them come in and strip the company of its assets.

I explained to Dave that it was never in my nature to roll over and die. I was never a quitter and that as long as I had one ounce of life left in my body, I would strive for success and never question the pains and sorrows that I would endure to achieve my goals.

Looking back, as hindsight is always 20/20, I never realized that I would have so many obstacles to overcome in order to achieve a confirmation plan for Pro Arts. I never suspected that Old Phoenix National Bank would conspire to cheat and lie in order to obtain everything that Mike, John and I had worked to obtain over the last fifteen years of our lives.