CHAPTER 36: STALL, STALL, STALL, UNTIL THEY HAVE IT ALL

From May 25th to June 2nd, Bedell, Stewart, Angona, Dietrich, and the rest of the conspirators were scrambling to prepare for the June 10th Hearing.

While Stewart and Bedell seemed to be more agreeable, looking back I find that this was only a "ploy" to get John and me to relax our guard.

John and I had met with Morganstern in one meeting with Mike present. There was so much tension at the meeting that it seemed as if an explosion would take place at any moment.

Mike had become a real "basket case." Mike was making all kinds of demands stating that neither his family nor he could live on a $4,000 per month pay out regarding the Real Estate sale to Bedell.

Mike was so emotional, Morganstern required Mike to sign a statement indicating that he would be bound by whatever decision John and I had agreed upon regarding the re-organization plan and the Real Estate sale.

Mike was uncontrollable. He vehemently swore loudly in Conrad's office in such manner that the secretary and waiting clients in the outer office could hear him clearly through the closed door of the conference room.

Mike stormed out of Conrad's office leaving the matter entirely in John's and my hands.

Mike had a tendency to do this for a good reason. If the decision was a bad one, he could blame John and me for making it for him.

Quite frankly, I felt Mike mentally incapable of a sane decision at that time because of his physical and emotional being.

Mike signed the agreement to allow Conrad to act in Mike's best interest if and when such time came that a resolution to our problems was at hand.

After I had the discussion with Bedell on May 25th, Ken Newman, Bedell's attorney, called me from New York.

He asked me if it was "our desire" to see the company liquidated.

When I asked him what he meant, he stated that it was his clients' opinion that we wanted to see Pro Arts go through a liquidation.

I told Newman that it was the family's desire to have what is best for the family to happen.

If there were liquidation, it would only reinforce our belief that Pro Arts was indeed mismanaged by his clients.

Newman said his clients would persist if we were liquidated. I asked him if his clients would buy the assets of Pro Arts if the company was liquidated and he said that they would.

I told Newman that John and I had suspected that they would do this during the time that they were mismanaging the company.

Now his statement confirmed this.

Little did Newman know that I was tape-recording his conversation. In fact, throughout the months that Bedell, Angona and Stewart ran Pro Arts, I taped the telephone calls in order to keep track of all the different "deals" that kept changing throughout the bankruptcy.

Many people think that it is "illegal" to tape a telephone conversation and that tapes are not admissible as evidence in a court of law.

You may recall Nixon's taped conversations and the Congress's efforts to obtain those tapes.

Since I was taping the conversation for my own notes of what was being said by these conspirators, I was a willing party to the taping.

Under the law, as long as there is one willing party in a taped telephone conversation, there is nothing illegal about the taping.

It is illegal to tape a conversation between two people if neither of the two people agrees to be taped.

This is called "ease-dropping" and requires a court order for even the government to do this and they have to show probable cause before the order is granted! Newman changed his attitude after I related my suspicions to him.

He stated that Angona and he would be coming to Ohio to "finalize" the Real Estate deal as well as John's and my employment agreements with the new Pro Arts.

I called Dietrich's office to tell him about Newman's conversation with me. Since he was out of the office, I spoke to Stevenson.

After I related Newman's comment about liquidation, Stevenson stated that he felt neither Bedell nor Angona were smart enough to do what Newman had stated.

Since I can look back today and see the entire picture from a vantage point not afforded to me in 1983, I realize now that Dietrich, Stevenson, Best, Newman, Bedell, Angona, Stewart, Schwemler, Hallman, Bramley, Old Phoenix National Bank, Brouse & McDowell, Roetzel & Andress and Happ were all pulling together in a concerted effort to confirm the bankruptcy plan without giving our family anything.

Throughout the entire bankruptcy proceedings, both John and I had continued to negotiate our position with Bedell and Angona.

Little did John or I know that Dietrich and Old Phoenix were aiding these individuals.

It was not discovered until much later after the Pro Arts liquidation how involved these conspirators were with each other.

Each had delayed the last meeting with us until it was almost impossible to sign completed agreements until the day of the confirmation.

Newman and Angona delayed the Real Estate meeting with us until the Friday before the Confirmation Hearing.

Both John and I had met several times during this period with Jonathan Morganstern since Conrad had not yet returned to the United States.

Jonathan had obtained all the information from John and me in order to prepare a general outline of what we wanted as our part of the confirmation.

On June 3rd, Jonathan received a call from Newman indicating that his clients were amenable to our requirements and Newman wanted Jonathan to prepare the agreements for a June 7th meeting at Dietrich's Roetzel & Andress's Office.

On June 6th I called John at Conrad Morganstern's office. This was the first time that John had met Conrad in person. John told me that he felt Conrad was the best person to handle our situation.

He had great confidence in Conrad's ability. Needless to say, this also made me feel good.

As I had only spoken to Conrad once with regards to another situation in which he was representing someone that had a claim against Pro Arts, it was enough to convince me that Conrad was a very forceful and knowledgeable attorney.

That was the reason that I contacted his office in the first place.

Prior to our meeting with Dietrich and the Bedell/Angona group in Akron, John and I met with Conrad and Jonathan in their Cleveland office on the morning of June 7th.

After we discussed our deal points and guarantees we required to enforce our deal points, we left for Dietrich's office.

Mike was already waiting for John and me to arrive. The New York group had not yet arrived, but Dietrich assured us that they were on their way.

The meeting started about 3:30 PM and John, Conrad, Jonathan, Stewart, Stevenson, Best, Dietrich, Newman, Bedell, Angona, Mike and I were present. Since this was Bedell and Angona's first personal encounter with Mike, they began to understand the stress that John and I endured throughout the past nine months which was caused by Mike.

As Stewart and I had previously arrived at most of the deal points which were agreed upon at this meeting, Conrad's confirmation of their acceptance of all the requests we were making allowed Conrad to finalize the agreements which would be signed in the morning prior to the Confirmation Hearing on June 10th.

With all of us in agreement, Conrad pledged to work over the next few days diligently to prepare finished final drafts of the agreements so that the morning of June 10th we would sign the papers and enter the courtroom in full acceptance of the Chapter 11 Plan.

With these assurance on everyone's part, we left the offices of Roetzel & Andress satisfied.


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