Clariborne Frazier 2004 Exam

8/8/2019 Clariborne Frazier 2004 Exam

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1 IN THE UNITED STATES BANKRUPTCY COURT.FOR THE SOUTHERN DISTRICT OF MISSISSIPPI

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4 IN RE: CHAPTER 7

5 HARRIS CLAIBORNE FRAZIER CASE NO. 08-03051 EE

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11 RULE 2004 EXAMINATION

12 OF HARRIS CLAIBORNE FRAZIER

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17Examination taken at the Mississippi Bar Association

18 Jackson, MississippiOn March 30th, 2009

19 Commencing at 9:04 a.m.

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22 REPORTED BY: MOLLY A. BENOIST, RPRMississippi CSR #1722

23BOND & BENOIST, LLC

24 Post Office Box 1576Madison, Mississippi 39130

25 (601) 936-4466


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1 APPEARANCES:

2MR. ROBERT J. CURTIS

3 Attorney at Law405 Tombigbee Street

4 Jackson, Mississippi 39201

5 REPRESENTING HARRIS CLAIBORNE FRAZIER

6MR. JOHN W. CROW, JR.

7 Attorney at Law203 Wagner Street

8 Water Valley, Mississippi 38965

9 REPRESENTING BANCORPSOUTH

10

MS. EILEEN N. SHAFFER11 Attorney at Law401 East Capitol Street, Suite 316

12 Jackson, Mississippi 39201

13 REPRESENTING BANCORPSOUTH

14MR. G. TODD BURWELL

15 Latham & Burwell618 Crescent Boulevard, Suite 200

16 Ridgeland, Mississippi 39157

17 REPRESENTING CLUB WOODLANDS, LLC, SHELBYBRANTLEY AND STEVE DAVIDSON

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19 MR. PAUL M. ELLISButler, Snow, O'Mara, Stevens & Cannada

20 210 East Capitol Street, Suite 1700Jackson, Mississippi 39201

21REPRESENTING ST. PAUL TRAVELERS

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23 MR. DEREK A. HENDERSONAttorney at Law

24 111 East Capitol Street, Suite 455Jackson, Mississippi 39201

25BANKRUPTCY TRUSTEE AND ATTORNEY FOR TRUSTEE


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1 APPEARANCES:

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3 MR. JAMES L. MARTINAttorney at Law

4 388 Highland Colony ParkwayRidgeland, Mississippi 39157

5REPRESENTING THE HINES FAMILY AND KAY ATWOOD

6 VAN SKIVER

7MS. ROSAMOND H. POSEY

8 Mitchell, McNutt & Sams1216 Van Buren Avenue

9 Oxford, Mississippi 38655

10 REPRESENTING DIANE BAILEY

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12 ALSO PRESENT: Gerald Talmadge Braddock

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1 TABLE OF CONTENTS

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3 Style........................................... 1

4 Appearances..................................... 2

5 Table of Contents............................... 3

6 Exhibit 1 (Agreed Order).................... 7

7 Examination by Mr. Crow......................... 7

8 Examination by Ms. Shaffer...................... 45

9 Exhibit 2 (Copy of Bankruptcy Schedules).... 46

10 Exhibit 3 (Order Granting Examination)...... 58

11 Exhibit 4 (Settlement Statement)............ 58

12 Exhibit 5 (Closing Disbursements Sheet)...... 58

13 Exhibit 6 (Assignment of LLC Interest)...... 58

14 Exhibit 7 (Amendment to Operating Agreement) 58

15 Exhibit 8 (Operating Agreement)............. 58


17 Exhibit 10 (Legacy Bank Documents).......... 58

18 Exhibit 11 (December 15, 2005, Email)....... 58

19 Exhibit 12 (Escrow Closing Statement)....... 58

20 Exhibit 13 (Seller's Escrow Agreement)...... 58

21 Exhibit 14 (Six Shooter Operating Agreement) 58


23 Exhibit 16 (April 24, 2006, Document)........ 58

24 Exhibit 17 (Assignment of Six Shooter Land).. 58



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1 TABLE OF CONTENTS CONTINUED

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4 Exhibit 20 (October 17, 2003, Letter)........ 58

5 Exhibit 21 (Gluckstadt Operating Agreement).. 58

6 Exhibit 22 (Wade Agreement Letter)........... 58

7 Examination by Mr. Burwell....................... 58

8 Exhibit 23 *****NOT MARKED*****

9 Examination by Mr. Henderson..................... 112

10 Further Examination by Mr. Burwell............... 130

11 Examination by Mr. Ellis......................... 134

12 Exhibit 24 (Agreed Order).................... 139

13 Exhibit 25 (Madison Market Agreement)........ 139

14 Exhibit 26 (Settlement Statement)............ 139

15 Examination by Ms. Posey......................... 139

16 Examination by Mr. Martin........................ 144

17 Exhibit 27 (Promissory Note)................. 154

18 Exhibit 28 (Copy of Crook & Bridges Check)... 155

19 Further Examination by Mr. Ellis................. 162

20 Further Examination by Mr. Burwell............... 164

21 Certificate of Reporter.......................... 167

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1 (Oath administered)

2 MR. HENDERSON: My name is Derek Henderson.

3 I'm the bankruptcy trustee and the attorney for the

4 trustee in the bankruptcy case

5 MR. MARTIN: I'm Jim Martin, attorney for the

6 Hines family and also Kay Atwood Van Skiver.

7 MS. POSEY: I'm Rosamond Posey and I'm here

8 on the behalf of Diane Bailey.

9 MR. ELLIS: Paul Ellis representing

10 Travelers.

11 MR. BURWELL: Todd Burwell representing Club

12 Woodlands, Shelby Brantley and Steve Davidson.

13 MS. SHAFFER: Eileen Shaffer representing

14 BancorpSouth.

15 MR. CROW: John Crow representing

16 BancorpSouth in connection with the civil case,

17 BancorpSouth vs. Van Buren Group and others.

18 MR. CURTIS: Bob Curtis representing

19 representing Claiborne Frazier.

20 MS. SHAFFER: Mr. Frazier, I'm Eileen Shaffer

21 representing BancorpSouth. You're here present today

22 pursuant to an agreed order regarding a motion for

23 Rule 2004 Examination of you on behalf of BancorpSouth

24 as well as others. Are you familiar with that order?

25 THE WITNESS: Yes.


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1 MS. SHAFFER: And I'm going to hand you a

2 copy of that and ask you: Are you here present today

3 on behalf -- in response to that order?

4 THE WITNESS: Yes.

5 MS. SHAFFER: I'd like to have it marked as

6 Exhibit 1, please.

7 (Exhibit 1 marked)

8 MS. SHAFFER: I don't know if everyone wants

9 to have their orders marked as an exhibit now or wait

10 until your questioning time. I think it would

11 probably be easier for each creditor to ask their

12 questions.

13 And, Mr. Crow, do you want to go first on

14 your questions regarding the civil suit?

15 MR. CROW: I'd be happy to.

16 EXAMINATION

17 BY MR. CROW:

18 Q Mr. Frazier, as I said earlier, my name is

19 John Crow. I represent BancorpSouth in connection

20 with the civil suit filed in October of 2007 against

21 Van Buren Group, LLC, and you individually as well as

22 I think your father and your brother, Austin Frazier,

23 your father, C.E. Frazier, as well as various other

24 defendants in connection with the development of the

25 Van Buren condominium units. Are you aware of this


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1 civil suit?

2 A I am.

3 Q Okay. Now, you obtained a $5.4 million loan

4 from BancorpSouth. Correct?

5 A I did.

6 Q All right. Can you tell me who you dealt

7 with initially when the loan process started for the

8 bank?

9 A Right. This was back in 2001. I dealt with

10 a guy named Bobby Little.

11 Q Okay. Did you deal with anyone else from

12 that point forward in connection with your loan with

13 the bank?

14 A Yes. There was a Ron Winford that was

15 involved, and I dealt with two others -- I can't think

16 of their names right now -- that would sit in. And I

17 also had relations with BancorpSouth because they

18 bought a lot out at one of my developments in Madison

19 back in 2003, and they were somewhat involved with the

20 Van Buren loan. I'm thinking -- I can't remember

21 their names right now.

22 Q They were bank officers?

23 A They were.

24 Q All right. Did they have anything to do

25 with the Van Buren financing?


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1 A In some form. They would ask questions

2 about it and how things were going, so I felt like

3 they did.

4 Q All right. But they were there in

5 connection with another transaction?

6 A Correct.

7 Q All right. So you dealt with Bobby Little

8 and Ron Winford?

9 A Right.

10 Q Are there any other bank officials that you

11 know of that you dealt with other than those?

12 A There were two other individuals and I

13 cannot remember their names right now.

14 Q Now, let me stop here and tell you that if I

15 ask you any questions that you don't understand, stop

16 me and you can confer with your attorney here because

17 I want to make sure --

18 A I'm prepared to do that.

19 Q Okay. Now, tell me about -- you started

20 construction when?

21 A 2001.

22 Q All right. And you got your loan. Correct?

23 A Correct.

24 Q All right. And then, of course, you began

25 the construction. Before you started construction,


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1 did you have any agreements with any possible

2 purchasers concerning acquisition of any one of those

3 units?

4 A Yes.

5 Q All right. Now, did you promote the sale of

6 these units or did someone else?

7 A Someone else.

8 Q And who was that?

9 A Woods Cavett.

10 Q All right. And where is he located?

11 A He's deceased now.

12 Q All right. When did he die?

13 A About a year ago.

14 Q All right. Where did he live?

15 A In -- I don't know. It was in the Jackson

16 area. I'm not sure if it was Jackson, Ridgeland or

17 Madison.

18 Q Did he associate -- was he a realtor?

19 A Yes.

20 Q All right. Did he use anyone in the Oxford

21 area to promote the sale of those units?

22 A I recall him using several people in that

23 area. I don't remember the names. There was a lady

24 named Diane Whitfield at one point, but that was later

25 on. I don't remember right now.


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1 Q Okay. As far as the sale of those units

2 before they were constructed, did you provide the bank

3 with any documentation as to those sales at the time

4 of the commencement of the loan?

5 A I did.

6 Q All right. And what documentation was that?

7 A It was the form of a reservation agreement,

8 which was the initial step whereby the purchaser would

9 put down $1,000 or so, and it was a nonbinding

10 agreement.

11 Then the next step, if they wanted to move

12 forward beyond the reservation agreement, it would be

13 a purchase contract whereby they would put 10 percent

14 of the unit down for just the base unit and that money

15 went into a trust account with Taylor, Covington &

16 Smith.

17 Q All right. In regard to Taylor, Covington &

18 Smith, what lawyer did you deal with there?

19 A Bobby Covington.

20 Q Did you deal with any other lawyer there?

21 A I recall back in '04, Bobby Covington --

22 this was 2002 or 2003, and he was slightly retiring

23 and he was spending a lot of time in Georgia and there

24 were other attorneys that would prepare some documents

25 and handle closings. I recall a Paul Gunn and a


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1 William Smith.

2 Q All right. And did you later deal with a

3 law firm by the name of Watkins & Eager?

4 A When Taylor, Covington & Smith merged, I did

5 deal with Watkins & Eager, but the best I recollect, I

6 had already sold most of the units at this point.

7 Q All right. Do you remember the name of the

8 attorney or attorneys that you dealt with at Watkins &

9 Eager?

10 A It would have been the same ones. I

11 referred at the time to the Taylor, Covington & Smith

12 group because I dealt with them, you know, since I'd

13 been in the real estate business.

14 Q Then you don't remember any other lawyers

15 that -- Taylor, Covington & Smith merged with Watkins

16 & Eager. Is that not correct?

17 A That's correct.

18 Q And you don't remember any names of the

19 Watkins & Eager firm members that you might have dealt

20 with?

21 A None others that had anything to do with the

22 Van Buren.

23 Q Looking at some of the documents that I have

24 in this case, I see the name of Ben Williams. Did you

25 deal with him --


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1 A I did.

2 Q -- in connection with disbursing any of the

3 proceeds of these sales?

4 A I don't recall Ben handling anything on the

5 Van Buren today. I would -- there was Bobby

6 Covington's secretary who, I believe, went to Watkins

7 & Eager with the merger. Her name was Sidra and she

8 would prepare documents, and I never knew -- it was my

9 understanding -- this was back in '03/'04 -- that she

10 was wrapping up Bobby Covington's work while he was

11 slowly retiring and moving somewhere in Georgia where

12 his kids were. You know, Ben could have prepared some

13 documents and given them to Sidra for me to pick up.

14 I'm not sure.

15 Q Do you remember a Roger W. Williams?

16 A I do.

17 Q All right. What would Bobby Covington do

18 for you in this process? Or Taylor, Covington &

19 Smith, what role did they play in the sale of these

20 units?

21 A Well, let me clarify. They prepared all of

22 the condominium documents, the declaration, the rules

23 and regulations, everything down to the closing

24 documents.

25 Q Did you -- when you say "closing documents,"


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1 you're talking about a deed?

2 A Correct.

3 Q You're talking about a release?

4 A Correct.

5 Q Are you talking about a settlement

6 statement?

7 A Correct.

8 Q Okay.

9 A Now, let me -- there were some units towards

10 the end that a law firm in Oxford prepared, and I

11 can't remember the name. There was a couple of units

12 that were sold that there was a firm in Oxford that

13 represented both the buyer and seller, and I can't

14 remember the name of that firm.

15 Q Was it Hughes Law Firm?

16 A I don't recall.

17 Q Chain -- Sloan & Chain?

18 A I recognize that name.

19 Q J. Chain? Bela J. Chain?

20 A I don't recognize which -- I just recognize

21 that name.

22 Q Okay. Do you know a Bill Sloan in Oxford?

23 A I recognize that name.

24 Q Okay. Now, you sold your first unit to Lynn

25 Albritton by a deed dated February 3rd, 2003. That


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1 was your first unit, Unit 303. That's actually

2 transferring title. Do you remember that far back?

3 A I don't.

4 Q Okay. That deed referenced an exchange of

5 property. Do you remember anything about an exchange?

6 Did you always get cash for the sale of those units or

7 did you get anything else?

8 A I do remember us on some options -- a lot of

9 these owners chose options on units, and I remember

10 John Albritton wanting to horse-trade, for lack of a

11 better term, on some carpet upgrades and tile and

12 stuff like that. So we did do an agreement, I

13 remember this, with the Albrittons for approximately

14 about $16,000 on some credit at his store in Highland

15 Village.

16 Q But as far as cash consideration for the

17 unit, is it your testimony that you were paid money

18 for the unit?

19 A Yes.

20 Q Going back to these documents you said you

21 furnished the bank in connection with evidence that

22 you had presold some of these units via the

23 reservation agreement or a purchase contract, did you

24 supply the bank, or BancorpSouth, in each instance,

25 that is, the sale of every unit that you had a deal


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1 on, did you provide the bank with evidence of that

2 sale?

3 A I don't recall if it's every one.

4 Q Do you remember any one that you did provide

5 the bank that information?

6 A I recall in order to obtain the loan, they

7 wanted it was either 12 or 15 presales, and that was

8 contracts, and I recall furnishing them with -- I

9 can't remember whether it was 12 or 15, but it was

10 three short of what they required.

11 And I recall putting up a letter of credit

12 in order to get the loan because we had already

13 started construction and it was getting into us pretty

14 deep, and we were able to get the loan with this

15 letter of credit that was since released some six

16 months into the project.

17 Q Who provided you with that letter of credit?

18 A I don't remember.

19 Q Was it someone in the Jackson area, a bank

20 in the Jackson area?


22 Q Going back to John Albritton, the deed I'm

23 going to read to you -- and you can look at it if

24 you'd like -- says, "This conveyance is the second

25 phase of a like-kind exchange pursuant to and in


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1 compliance with 1031 of the Internal Revenue Code in

2 which First American Exchange Corporation served as

3 intermediary on behalf of the grantee herein." This

4 is to John and Lynn Albritton. Would you like to look

5 at it?

6 A Yes.

7 Q I'll hand it to your attorney.

8 A There's a page on the back that I don't

9 think should be -- okay.

10 Q Can you recall if you provided these

11 purchase contracts or reservations agreement in

12 connection with John and Lynn Albritton --


14 Q -- to the bank?

15 A I don't.

16 Q What about Langston-Oxford Properties? Can

17 you recall if you did?


19 Q Susan Bryan?


21 Q Lynn Grenfell?

22 A Don't recall.

23 Q John W. Lee?

24 A Don't recall.

25 Q Norma Bordeaux?


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1 A I don't recall.

2 Q What about Unit 309? That's the last one

3 that had not been sold that you lost at a municipal

4 tax sale. You didn't have any type of agreement at

5 that time that fell apart thereafter, 309?

6 A No. I recall hearing some of the owners in

7 Van Buren making lowball offers, but at this point,

8 and it's still my understanding, there is a Dana Kelly

9 involved and I've been keeping in touch with him every

10 month or so and they were doing a judicial foreclosure

11 on that unit and going to credit the judgment, and

12 that's the last conversation I had with him.

13 Q I want to talk a little bit about the

14 process of the closing of a unit. Were you provided

15 with a closing statement in connection with the sale

16 to John and Lynn Albritton?

17 A Yes.

18 Q What about Langston-Oxford Properties?

19 A Yes.

20 Q Lynn Grenfell?

21 A Yes.

22 Q John Lee?

23 A Yes.


25 A Yes.


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1 Q Do you have copies of those closing

2 statements?

3 A Not in my files, no.

4 Q Well, do you have copies anywhere else?

5 A I would assume they would be at Watkins &

6 Eager's office now.

7 Q Those closings, did they take -- each of

8 those closings, did they take place at Bobby

9 Covington's office or at Watkins & Eager?

10 A I don't recall where they took place.

11 Q Typically in closings or any of these

12 transactions, did you go to Covington's office or the

13 Watkins & Eager firm to receive the proceeds?

14 A I recall going to their office some, but not

15 all of them, and I don't remember where each specific

16 closing was.

17 Q All right. In each instance, did Bobby

18 Covington or the law firm of Taylor, Covington & Smith

19 or Watkins & Eager prepare a deed for you to sign on

20 behalf of Van Buren Group?

21 A Yes.

22 Q All right. And they prepared all the other

23 closing documents with the exception of the one firm

24 you mentioned earlier?

25 A Correct. And let me -- there might have


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1 been another firm in Oxford. I just can't remember

2 back that far, but the Sloan Chain firm did ring a

3 bell when I heard the name.

4 Q In connection with the sales to Albritton,

5 Langston, Grenfell and Bordeaux, that's four, where

6 did the proceeds of these sales end up?

7 A In the project.

8 Q Well, did you receive a check from someone

9 for those purchases?

10 A Yes.

11 Q All right. And did this check come from

12 each one of these individuals?

13 A I can't recall.

14 Q Did it ever -- did you ever receive a check

15 directly from Bobby Covington or Watkins & Eager for

16 the sales of these units?

17 A I don't recall that, no.

18 Q So it's your testimony that you never got a

19 check from Bobby Covington in connection with the sale

20 to John Albritton?

21 A I don't -- I don't know. I don't remember

22 when each unit was sold. I don't recall. I don't

23 know. I don't remember.

24 Q All right. You said it went back into the

25 project. Now, what do you mean by that?


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1 A That every unit that was sold went into the

2 Van Buren account and was used to construct the Van

3 Buren condominiums.

4 Q Okay. So as you received the check from

5 either Bobby Covington or these individuals I just

6 named, it would go into your bank account at

7 BancorpSouth?

8 A Correct.

9 Q Did you have at that time any other bank

10 accounts?

11 A I had several other business bank accounts

12 on behalf of my father and brother's companies, but I

13 personally didn't have any bank accounts and --

14 Q Well, I'm asking on behalf of -- as far as

15 the sale of these units, all of this money went into

16 one bank account at BancorpSouth?

17 A Correct.

18 Q And no other bank account?

19 A I cannot recall if there was another Van

20 Buren account at an Oxford bank. I can't remember

21 back that far if we had another account in Oxford to

22 deal with -- and the reason I'm saying that is there

23 were several unit owners that wanted an extensive

24 amount of options which they added after the fact,

25 after the purchase agreement as the project was being


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1 developed and they made their mind up on several

2 things.

3 And my superintendent at the time worked

4 hand-in-hand with each of the unit owners, and I can't

5 recall if we ever set up another account there in

6 Oxford to make it easier for him to purchase these

7 options. I can't remember. This was back in '03 and

8 '04, and I can't recall.

9 Q Do you still have your bank records from

10 BancorpSouth in connection with these Van Buren

11 transactions?

12 A I don't.

13 Q Do you know where they were?

14 A I don't.

15 Q Well, who would have them?

16 A Our ex-office manager, a lady by the name of

17 Sammie Sartain, handled the account, and best I

18 recall, it was closed in like '04.

19 Q And Sammie Sartain, where did she live? Or

20 where does she live now?

21 A I don't know.

22 Q Where did she live, then?

23 A In Pearl, Mississippi.

24 Q Was she an employee of yours before the Van

25 Buren started?


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1 A Yes.

2 Q How long did she work for you before?

3 A She worked for -- she actually worked for

4 the construction company, which was owned by my father

5 and brother, and the best I recall, she started around

6 1995.

7 Q And so she was let go or did she quit or was

8 she terminated or what?

9 A She -- we were taken over by our bonding

10 company, St. Paul Travelers, the construction company

11 was. She worked for them for a short stint wrapping

12 up some unfinished business, and I don't know where

13 she is or what she's doing now.

14 Q When was the last time you talked to her?

15 A Back in 2007, and I don't recall what month.

16 Q And why did you talk to her? Do you

17 remember?

18 A She was at the office where I had an office,

19 and at this point, our bonding company had come in and

20 taken over control and I just saw her there in the

21 office. I remember because I was moving some of my

22 things out.

23 Q In connection with the Albritton sale, of

24 course, we weren't paid. The account, your loan, was

25 not reduced with those sales proceeds. Is that


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1 correct?

2 A I don't recall.

3 Q Well, do you remember what you did with that

4 money? Because the bank didn't get it.

5 A Again, it's my testimony that all of the

6 money that went in the Van Buren account and was used

7 for the project.

8 Q Well, who put it in there?

9 A It would have either been someone on behalf

10 of my company or there were times I recall that Sidra

11 Allison, Bobby Covington's assistant, would make

12 arrangements to get releases signed, would send a

13 runner if the purchaser lived here in the Jackson

14 area. She was the go-between. She would have

15 documents ready for me.

16 I would run to either Taylor, Covington &

17 Smithing or Watkins & Eager's office where it is now,

18 here in downtown Jackson, and I would run by and sign

19 documents, but I don't remember the specifics of each

20 transaction.

21 Q The payments -- you remember making payments

22 on the loan, don't you?

23 A Not -- that's broad. I don't remember each

24 payment that I made on the loan, no.

25 Q Well, do you remember making a payment for


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1 Bobby Noah?

2 A I don't.

3 Q Tim Ford?

4 A I don't.

5 Q John Lee?

6 A What I do remember about John Lee, he

7 purchased two units, and I remember him coming down

8 and purchasing the unit and dealing with -- I had

9 signed some documents and he dealt with a Ron Winford

10 and that's all I remember about John Lee.

11 Q Do you remember making any payments on

12 behalf of the sale to Langston-Oxford Properties?

13 A I don't.

14 Q And I'm referring to payments to the bank.

15 So you can't say that you did?

16 A I don't recall the specifics of each

17 transaction.

18 Q All right. Would Sammie Sartain be the one

19 that would deliver a check to BancorpSouth as far as

20 sales proceeds? Would she be the one?

21 A As I testified earlier, it could have been

22 someone on behalf of my company or it could have been

23 Taylor, Covington & Smith or Watkins & Eager.

24 Q When you say someone on behalf of your

25 company, you're referring to Sammie Sartain?


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1 A Correct.

2 Q Would it be anyone else with your company?

3 A Could -- could have been my father if I was

4 out of pocket at times. I would narrow it down to

5 Sammie, my father, C.E. Frazier, myself or Sidra at

6 Taylor, Covington & Smith.

7 Q Did you ever tell Sidra at Taylor, Covington

8 & Smith or Bobby Covington or anyone at the firm of

9 Watkins & Eager not to send a check to BancorpSouth

10 Bank in connection with the sale?

11 A No.

12 Q Lynn Grenfell: Do you remember making a --

13 that unit was sold to her. Do you remember making a

14 payment to the bank for that sale?

15 A I don't.



18 Q And you had one bank account that all these

19 proceeds went in, possibly another one, in the Oxford

20 area?

21 A Correct.

22 Q And those accounts would reflect all

23 disbursements made including construction costs and

24 payments on the debt?

25 A Yes.


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1 Q Okay. Now, other than the sale of those

2 units, did you ever pay down the debt with any other

3 source of proceeds?


5 Q What were the terms of those notes, if you

6 recall, or any renewals, especially your last renewal?

7 Were there any quarterly payments or semi-annual

8 payments that had to be made or monthly payments?

9 A I don't recall.

10 Q Did you ever have any discussion with anyone

11 at BancorpSouth Bank about John Lee?

12 A Yes.

13 Q And who did you have this discussion with?

14 A Ron Winford.

15 Q Do you remember when that was?

16 A I don't.

17 Q Well, Mr. Lee bought his first two units in

18 February of '04, and he bought the second unit, being

19 307, in June of '04. Could it have been around about

20 that time, between February and June of '04?

21 A It -- yes, it could have.

22 Q All right. And do you remember what that

23 was about?

24 A I don't.

25 Q Well, you remember you had a conversation


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1 with Ron Winford. You don't remember what it's about

2 but you can remember you had a conversation with him?

3 A He was -- Ron and I had numerous

4 conversations. He was president of the building

5 that -- BancorpSouth was in my development in Madison,

6 so it was customary for me to go by and talk to Ron a

7 lot.

8 Q Well, how often did you talk to Ron Winford?

9 A Once a month.

10 Q Did you go by there once a month or talk to

11 him on the phone?

12 A I would go by his office probably once a

13 month, yeah.

14 Q Did you deal with a secretary there at

15 BancorpSouth, Ron's secretary, any?


17 Q What were these regular visits? What was

18 the topic other than the construction of the project?

19 A Can you clarify what project you're talking

20 about?

21 Q Van Buren.

22 A We would discuss Van Buren sometimes, but

23 the other times we would discuss Colony Crossing,

24 which is the development that Ron's office is in in

25 Madison, and he would ask what tenants are coming and


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1 going and what was going on with the development.

2 Q Did the bank have any financing connection

3 with that project, Colony Parkway or Colony --

4 A It's Colony Crossing. The bank did have a

5 second on a building that was within Colony Crossing

6 in the amount of $175,000 as additional collateral.

7 Q For what?

8 A For this Van Buren loan.

9 Q Do you still own Colony Crossing?

10 A I own the majority of Colony Crossing still.

11 I own 50 percent.

12 Q And who owns the other 50?

13 A Ergon Properties.

14 Q Bobby Little: Did you know him strictly on

15 a business relationship? Did y'all meet socially for

16 any parties or things like that?

17 A Initially it was business, and then it

18 evolved into a personal relationship with my brother.

19 He got to know my brother real well and he would come

20 up and go hunting with us a good bit.

21 Q How often?

22 A During the course of a hunting season,

23 probably three times.

24 Q Just one year?

25 A No.


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1 Q More than one year?

2 A Yes.

3 Q Two years?

4 A Yes. More than two years.

5 Q How many years, then?

6 A Five, six.

7 Q What about Ron Winford?

8 A Your question is?

9 Q The same question.

10 A We would talk. It was business, strictly

11 business.

12 Q Did he ever hunt with you?

13 A No.

14 Q Did you ever hunt with him anywhere?

15 A No.

16 Q In regard to Albritton, did you ever tell

17 him -- any time prior to December of 2005, did you

18 ever tell Ron Winford or Bobby Little about the sale

19 to Albritton in February of '03?


21 Q All right. Did you ever tell Bobby Little

22 or Ron Winford or anyone else at BancorpSouth about

23 the sale to Langston-Oxford Properties in July -- on

24 July 28th, 2003?



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1 Q As far as you know, no, then? Is that your

2 answer?

3 A My answer is I don't remember. I don't

4 recall.

5 Q What about the sale to Lynn Grenfell? Same

6 question.

7 A I don't recall.

8 Q And you don't remember what you talked to

9 Mr. Winford about as far as John Lee?

10 A I don't. I don't recall. Again --

11 MR. BRADDOCK: Claiborne, also, if you don't

12 remember the question, you can ask the court reporter

13 to repeat the question for you.

14 THE WITNESS: Right.

15 MR. BRADDOCK: Cool.

16 A I don't -- when I would go by and visit with

17 Ron Winford, we would talk about my loans, and plural,

18 with BancorpSouth and my real estate projects and how

19 they were going. It was routine for us to talk about

20 Colony Crossing as BancorpSouth had a second mortgage

21 on two buildings out there. The second mortgage on

22 one of the buildings was intended to be additional

23 collateral for the Van Buren.

24 There towards the end, we talked about the

25 judicial foreclosure that was -- it's my understanding


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1 was taking place. We discussed that. And I do --

2 going back to one of your earlier questions, one of

3 the other gentlemen at BancorpSouth is James Stringer;

4 his name just came to mind. He sat in on several

5 meetings, I'd say three.

6 The game plan was, was the judicial

7 foreclosure would credit the judgment some 4- or

8 500,000, and this is what the game plan was: At the

9 time -- well, there were three times I had the

10 building under contract as part of an overall sale of

11 Colony Crossing. The building I'm referring to is an

12 out-parcel building that BancorpSouth had a second on

13 in the amount of $175,000.

14 The game plan was the judicial foreclosure

15 would credit the judgment. It was discussed that the

16 amount that Van Buren Group, slash, Claiborne Frazier

17 owed BancorpSouth, principal only was some $963,000

18 and that did not include interest, if I was able to

19 pay it off in short order.

20 So the game plan was coupled with the

21 judicial foreclose crediting the judgment and the sale

22 of Colony Crossing, being several buildings, I would

23 have had the money to pay the additional 4- or

24 $500,000 and pay the Van Buren loan off, but when the

25 credit crunch hit, our buyer who was under contract,


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1 their lender, Prudential, walked on them at the

2 eleventh hour after a loan commitment. And since then

3 we, being Ergon-Frazier, have been unable to sell

4 Colony Crossing, the larger piece that would have

5 given me ample proceeds to pay BancorpSouth off.

6 BY MR. CROW:

7 Q As far as Mr. Stringer is concerned, did you

8 have any conversations with him concerning the sale of

9 Albritton, Grenfell, John Lee, Bordeaux, Bryan?


11 Q Okay. So as far as you know, the bank had

12 no prior notice prior to December of -- December 31 of

13 '05 about these sales to Albritton, Langston, Bryan,

14 and Bordeaux? Because these are the units that the

15 bank did not receive proceeds for and as a consequence

16 are not released.

17 A And the question is?

18 Q Well, the question is: As far as you know,

19 the bank had no notice of these sales, actual

20 conveyances to these individuals, before December 31,

21 2005?

22 A I don't know what the bank knew. I don't

23 know.

24 Q Well, you didn't communicate -- you didn't

25 tell the bank about these sales, did you?


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1 A We didn't -- I don't recall the specifics,

2 and I don't know -- it was -- there were BancorpSouth

3 bankers that would go by Taylor Covington's office,

4 and I say Taylor Covington because I still refer to a

5 small core group of real estate attorneys as the

6 Taylor Covington Group. I don't remember exactly when

7 Taylor Covington merged with Watkins & Eager.

8 It was customary for, whether it be Bobby

9 Little -- and I don't remember when he left

10 BancorpSouth -- or Ron Winford or other bankers to go

11 by Taylor Covington's office, so I don't know what

12 they knew.

13 Q Well, you didn't go to anyone at

14 BancorpSouth -- Little, Stringer, Winford -- and say,

15 "Well, I've sold to Albritton and I didn't give you

16 the proceeds. Is that okay?"

17 You don't remember having any type of

18 arrangement with them that you could keep the proceeds

19 of the sale of one unit to work on the project with?

20 A I don't recall the specifics of the

21 conversations that I had, only that we knew the amount

22 of the loan and they knew I was trying to pay it off.

23 Q Through the sale of units?

24 A No. In addition -- in addition to granting

25 them a second deed of trust on a piece of property


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1 that I was trying to sell.

2 Q But you were paying the loan down from the

3 sale of the units. Correct?

4 A Correct, and there could have been some

5 principal payments we just made. I just don't

6 remember. At this time, I had several real estate

7 projects going on, I was very low on cash, and it was

8 not uncommon for banks to keep me on a short string

9 and only renew loans every six months and then want a

10 large principal payment.

11 That's what happened to one of the buildings

12 at Colony Crossing and that Bank First wanted a 20

13 percent principal pay down, and the second go-round I

14 just didn't have the cash, so they foreclosed. There

15 could have been some principal pay-downs on the Van

16 Buren loan back in '04, '05. I don't recall.

17 Q In connection with Unit 309, did you receive

18 notice from the City of Oxford concerning delinquent

19 taxes for the year 2005? Do you remember that?


21 Q Well, that unit sold for taxes in 2005 and

22 the taxes were -- it was sold again in 2006 and sold

23 again in 2007, and Holly Springs was the bidder in

24 August of 2005. Now, when did you first learn of

25 Holly Springs Realty Group being involved in this --


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1 in Van Buren Group condominiums?

2 A Through a Dana Kelly, a local attorney here,

3 two or three years ago. I don't recall.

4 Q 2007? Could that have been the year?

5 A Could have been, yes.

6 Q You didn't intentionally let that go, did

7 you?

8 A No.

9 Q It was --

10 A No.

11 Q It was a mistake? Was it a mistake?

12 A Yes. Yes.

13 Q Were you a defendant in what us lawyers call

14 a quiet confirmed suit filed by Holly Springs? Do you

15 remember that last year --

16 A I don't.

17 Q -- in Lafayette County Chancery Court

18 against you and the bank?

19 A I don't recall anything about that suit.

20 Q Have you had any conversations, let's say,

21 within the last year with Shane Langston?

22 A No.

23 Q Lynn Grenfell?

24 A No.

25 Q Jim Grenfell?


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1 A Last year? No.

2 Q Do you know Jim Grenfell?

3 A I know who he is, yes.

4 Q Norma Bordeaux?

5 A No.

6 Q Frank Hurdle?

7 A Who?

8 Q Frank Hurdle, attorney for Holly Springs.

9 A No.

10 Q Anyone in connection with Holly Springs

11 Realty?

12 A No.

13 Q John or Lynn Albritton?

14 A No.

15 Q And I don't recall if I mentioned Shane

16 Langston. Have you talked to him about this case?

17 A No.

18 Q Some of your bank records, I believe, or

19 some documents were subpoenaed by Ms. Shaffer here.

20 Did you provide those documents to her?

21 A No, I did not provide them.

22 MR. CURTIS: They were not subpoenaed. They

23 were requested, but we don't have those.

24 MR. CROW: Oh, okay. Okay.

25 BY MR. CROW:


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1 Q Have you had any conversations with a person

2 by the name of Robert Crumpton within the last year?

3 A No.

4 Q Shelby Brantley?

5 A Not within the last year, no.

6 Q Your property in the Delta, your hunting

7 property, is any of it encumbered?

8 A Yes.

9 Q And what property? What's the name of the

10 -- who owns it?

11 A Which property in the Delta are you talking

12 about?

13 Q Well, any of your Delta property. We can

14 start in Sunflower County, Six Shooter.

15 A Yeah, there's two entities. Six Shooter

16 Lodge, LLC, is an entity that -- this gets confusing.

17 There is an operating agreement that my brother and I

18 never signed. Back two years ago, and I don't know

19 whether the remaining members have paid the loan off,

20 but we were all on what we called a lodge loan that

21 was used to build the lodge back in '01, '02 with

22 BancorpSouth.

23 As far as the land is concerned, I assigned

24 the land trying to work my way out of debt back in

25 October of 2006, and it was intended to be as


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1 collateral and there were several verbal arrangements

2 that I had with Shelby Brantley, and my situation got

3 worse, hence the bankruptcy.

4 Moving south to Humphreys County, I own a

5 piece of property -- I own an undivided interest in a

6 piece of property called Mathena Wetlands and there is

7 no debt -- no bank debt on that land.

8 Q Is that an LLC, too, Mathena?

9 A It is.

10 Q Is there a written operating agreement?

11 A It is, yes.

12 Q And who are the members of that LLC?

13 A There is a Larry Edwards, Austin Frazier,

14 Doug Hudgins and Shelby Brantley.

15 Q All right. So you would have a six --

16 A Twenty. Yeah, a fifth.

17 Q Fifth. And that's unencumbered?

18 A Correct.

19 Q Is that interest for sale?

20 A It is.

21 Q All right. Does that operating agreement

22 authorize you to sell it without offering it to the

23 other members first?

24 A It does, but they have a first right of

25 refusal and I think it's -- well, it's tricky. It's


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1 longer if the sales price is under $165,000, but if

2 it's above $165,000, I believe it's just the standard

3 30-day first right of refusal or something short.

4 Q All right. Have you offered it to them?

5 A I have.

6 Q Have they rejected that, your offer?

7 A Yes, they have, but here in the past week,

8 there is someone unknown to me that is supposed to be

9 making an offer, and one of the members of the camp,

10 Larry Edwards, presented that to me last week and I

11 told him I would sell it for $150,000, and I reminded

12 him of the $165,000 price point in the operating

13 agreement and that the other members had up to a year

14 of the first right of refusal at any price under

15 $165,000.

16 And he told me that he feels like the other

17 members would go along with this potential purchaser,

18 but I've yet to see an offer. I e-mailed my Trustee,

19 Derek here, and gave him a heads-up that hopefully one

20 was coming and I gave Larry Edwards Derek's e-mail to

21 send the offer.

22 Q How many acres is Mathena on?

23 A 552 acres.

24 Q Is that duck and deer or anything else?

25 A Just duck and deer.


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1 Q What about Six Shooter, what interest do you

2 have in Six Shooter? And that's in Sunflower?

3 MR. BURWELL: Which one, John? There are

4 two Six Shooters.

5 BY MR. CROW:

6 Q Okay. Six Shooter Lodge.

7 A Right. I've got a sixth interest in Six

8 Shooter Lodge.

9 Q All right. Is it encumbered or unencumbered

10 with a loan?

11 A It was at the time that I stopped going up

12 there. I was unable to afford the dues and we knew we

13 were going to be -- I say "we." My brother and I knew

14 we were going to be trying to sell our membership. As

15 of two years ago, there was a loan at BancorpSouth on

16 the lodge. I don't know if there's one today. I have

17 not been to the camp in over two years and have not

18 paid my dues in over two years.

19 Q How much are your annual dues? I assume you

20 mean annual.

21 A The annual dues that are still -- or prior

22 to the bankruptcy were still being sent to me

23 quarterly ran about $15,000 a quarter, but that

24 included a 5- or $6,000 payment to amortize the lodge,

25 which at the time was on either a 10- or 15-year,


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1 fairly quick, pay-down.

2 Q And the Six Shooter, the other Six Shooter

3 LLC --

4 A Right.

5 Q -- what interest do you have in that one?

6 A I had a seventh interest in Six Shooter Land

7 & Timber, which was the land, which was roughly 2,500

8 acres, but I assigned that with another assignment on

9 some warehouse property back in October of 2006.

10 Q And to whom did you assign?

11 A I assigned that to a Club Woodlands, LLC,

12 which is compromised of a Steve Davidson and a Shelby

13 Brantley.

14 Q The same Shelby Brantley we're talking about

15 here?

16 A Yes.

17 Q And why did you do that?

18 A They came to me with a deal. They had an

19 investment with me that I had been unable to repay

20 them on and I wanted to attempt to make them whole.

21 They threw out a couple of options and had Todd

22 Burwell here draw up two assignments. One was

23 50 percent interest in Flowood Developers, LLC, which

24 was a warehouse development that I put together back

25 in '04, '05. I assigned that to them. And they also


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1 wanted the land on Six Shooter because that was the

2 only thing at the time that I owned that had no debt

3 on it, and they were also members, so I assigned that

4 to them as well.

5 Q Okay. So at the time you owned it, Six

6 Shooter was not encumbered --

7 A Correct.

8 Q -- with a loan?

9 A Correct.

10 Q And you don't know whether it is now or not?

11 A Let me -- there's two Six Shooters. There's

12 Six Shooter Land & Timber --

13 Q I'm talking about Six Shooter Land & Timber.

14 A Yes. At the time that I assigned it, I'm

15 not aware of any loan that was on the property.

16 Q And what year was this?

17 A It was October 2006. And I want to expand

18 to give you more background. I started back in June

19 or July of 2007 with my attorney at the time, Craig

20 Geno, trying to unravel the assignments so that I

21 could sell Six Shooter in an effort to pay

22 BancorpSouth. This is another option that I had with

23 Ron Winford that he was aware of. My efforts failed.

24 We were never able to work anything out with Six

25 Shooter and their attorney, Todd Burwell, to sell it.


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1 I know that the -- at the time, I had some

2 buyers, still do have some buyers. And it's my

3 request in this bankruptcy filing -- there's a lot of

4 value there -- that I'm trying to come up with some

5 avenue to sell Six Shooter Lodge and Six Shooter Land

6 and see the proceeds come into the bankruptcy estate.

7 But before the bankruptcy, I was working on trying to

8 sell that membership, and that was also an option

9 whereby BancorpSouth could get some money.

10 Q Mr. Frazier, when did you start becoming or

11 start getting into a financial bind? What year?

12 A I would say it was late -- late '05, early

13 2006.

14 Q Do you happen to know where the documents

15 are in connection with the Van Buren? I mean, who

16 could possibly have all the documents, copies and

17 things like that, other than your lawyers?

18 Were you not provided with copies of

19 documents that they would execute and you would

20 execute and deeds and settlement statements?

21 A They would. I don't know.

22 Q You didn't retain a copy on anything?

23 A There were copies that we kept, but in

24 November of '07, St. Paul Travelers, our bonding

25 company, just took us over. They halted my salary at


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1 the construction company, which I was an employee, and

2 they started paying the rent on our office and they

3 just -- they took everything over.

4 They quit paying the rent at some point in

5 early '08 and I don't know whether the documents --

6 all the documents were in an office there in Jackson

7 and I don't know where the documents went from there.

8 Q Well, they didn't take over Van Buren, did

9 they?

10 A No, they didn't, but that's where -- that's

11 where the office was for what I consider the

12 development company and the construction company.

13 Q And it's not there anymore?

14 A No, it's not.

15 MR. CROW: I believe that's all I have.

16 Thank you.

17 EXAMINATION

18 BY MS. SHAFFER:

19 Q Mr. Frazier, Eileen Shaffer on behalf of

20 BancorpSouth. I'm going to hand you your bankruptcy

21 schedules and ask you if you can identify those,

22 please.

23 A Yes.

24 Q Are those the bankruptcy petition and

25 schedules that were filed in your bankruptcy


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1 proceeding?

2 A Yes.

3 MS. SHAFFER: If I could have those marked

4 as BancorpSouth's Exhibit No. 2, please.

5 (Exhibit 2 marked)

6 BY MS. SHAFFER:

7 Q Mr. Frazier, I'm just going to ask you a

8 couple of questions regarding those schedules because

9 I know we went into them in depth at your 341(a)

10 hearing, but did you review these schedules before you

11 signed them?

12 A Yes, I did.

13 Q Okay. I believe at the 341(a) hearing, you

14 testified that your address has changed since your

15 bankruptcy petition was filed. Is that correct?

16 A Correct.

17 Q And can you give me that address again?

18 A Yes. It's 775 Unit 36 Gulf Shore Drive,

19 Destin, Florida 32541.

20 Q And have you begun receiving mail at that

21 address?

22 A Just last week, yes.

23 Q Do you know why mail mailed to that address

24 would be returned?

25 A Only because the unit is in my stepfather


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1 and mother's name and I got that -- I had heard that

2 there was some mail getting kicked back. I would

3 receive some and some I wouldn't. So I believe I got

4 that rectified last week.

5 Q And have you amended your bankruptcy

6 schedules since your 341(a) hearing?

7 A I have not.

8 Q Is it your intention to amend your

9 schedules?

10 A Yes, it is.

11 Q Do you know what those amendments will have?

12 A Yes. If you recall, you asked me to list my

13 guns at the meeting, and I've just got to get my hands

14 on them and list them. And then, although this is

15 small, Bank First -- Billy Brunt made a comment about

16 my clothes that I had listed, and I can take a better

17 look at that.

18 Q Do you anticipate any other amendments to

19 your schedules?

20 A I would have to look at this and talk with

21 my attorney to answer that. I don't anticipate any

22 large assets. You know, something that might have

23 fallen between the cracks like a small duck hunting

24 boat or a gun or something like that, but no large

25 amendments such as a piece of property or anything


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1 like that.

2 Q Okay. If I can call your attention to

3 Schedule A, which is a listing of real property on

4 your schedules, I just want to clarify a question that

5 was asked of you earlier. It's about four pages -- or

6 three pages over.

7 A Okay.

8 Q Do you see the second entry, Mathena

9 Wetlands?

10 A Right.

11 Q And I believe Mr. Crow asked you if there

12 was any debt on that property, and I understood you to

13 say that there was none.

14 A There is none, and let me --

15 MR. CURTIS: That's an error.

16 A Rob and I corrected this, and apparently it

17 has not been resubmitted, but it's corrected here on

18 his copy. There is no debt on Mathena Wetlands.

19 BY MS. SHAFFER:

20 Q So as I understand, the $750,000 that's

21 listed here as a debt is not correct?

22 A That's not correct.

23 MR. CURTIS: We need to amend that, Eileen,

24 to take that off because that's just an error.

25 BY MS. SHAFFER:


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1 Q And I believe you received earlier that

2 Austin Frazier -- who is your brother. Is that

3 correct?

4 A Correct.

5 Q Does he also have a one-fifth interest in

6 Mathena Wetlands?

7 A He does.

8 Q Okay. If I could call your attention to

9 Schedule B.

10 A Okay.

11 Q Question No. 13, do you still have a

12 one-third interest in Van Buren Group, LLC?

13 A Yes.

14 Q And is it your intention to add this as an

15 asset of your bankruptcy as well?

16 A I will.

17 Q Do you have any interest in any other

18 businesses that are not listed here?

19 A Let's see. Six Shooter Lodge is not listed

20 here and we need to amend to add Six Shooter Lodge,

21 and that would be a sixth interest that I have.

22 MR. CURTIS: Six Shooter is listed.

23 THE WITNESS: Oh, okay. I was looking under

24 13. She referenced Schedule B, No. 13.

25 MR. CURTIS: Yeah, it's listed on Schedule


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1 A, Six Shooter Lodge.

2 THE WITNESS: Okay.

3 BY MS. SHAFFER:

4 Q Do you still have any interest in MKF, LLC?

5 A I don't. The only property has been sold.

6 Q Okay. But at one time, you did have a

7 50 percent interest in that company, did you not?

8 A At one time, I had a third, and then a

9 partner got out and I had 66 percent interest at one

10 time.

11 Q And what property was this?

12 A It was a building in Madison within the

13 Colony Crossing development.

14 Q And when did you sell that property?

15 A About a year ago.

16 Q If I can call your attention to the back of

17 your bankruptcy schedules, it's the statement of

18 financial affairs, Question No. 18. I believe you

19 have listed Frazier Development and Ergon-Frazier.

20 Have you located that?

21 A Okay. What is -- No. 18?

22 MR. CURTIS: Yeah. See it?

23 A Okay. All right.

24 BY MS. SHAFFER:

25 Q That question asks for you to list all the


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1 businesses that you've been involved with in the last

2 six years. Do you see MKF, LLC, listed there?

3 A I don't.

4 Q If I could -- and you said you sold that

5 interest about a year ago?

6 A The LLC sold the building about a year ago.

7 Q And if I could call your attention to that

8 same set of questions, Question No. 10, it's just back

9 about two pages, and that question asks for any

10 transfer of property that you or any affiliates have

11 been involved with in the last two years. Is that

12 transfer of property disclosed there?

13 A Back two years? It's not, and I need to

14 consult with my attorney. There were -- Frazier

15 Development owned at one time one-third interest in

16 MKF, and at the time the property sold, two-thirds of

17 MKF. I filed personally. If I need to go back and

18 list sales that occurred within the past two years,

19 I'll be glad to amend.

20 Q If you owned a third in the beginning of MKF

21 and Frazier Development owned a third, who owned the

22 other one-third?

23 A Frazier Development owned the third. I

24 personally never owned the one-third personally in

25 Claiborne Frazier. Frazier Development owned


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1 one-third, and when one of the partners got out, we

2 assumed his one-third.

3 Q And who was the partner that got out?

4 A Tasho Katsaboulas.

5 Q And do you still have an interest in Madison

6 Subways, LLC?

7 A No.

8 Q And when did you divest yourself of that

9 interest?

10 A Either in 2005 or 2006.

11 Q And what happened to your interest?

12 A We sold a convenience store that we

13 developed, and with the sale, we also sold the Subway

14 sandwich franchise.

15 Q Do you still have an interest in Old Colony,

16 LLC?

17 A I don't.


19 interest?

20 A Over two years ago. I don't recall the last

21 piece of property that sold.

22 Q And what tract of property was that?

23 A It was several tracts in Ridgeland,

24 Mississippi, along West Jackson Street.

25 Q Do you still own any stock in Jackson


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1 Country Club?

2 A I don't.


4 stock?

5 A Oh, gosh, over a year ago.

6 Q And did you sell that?

7 A There were some bills that were due. And

8 you can't sell the stock -- well, I won't say you

9 can't, but you only get like $2,000 or so, and I

10 recall them just -- there was some -- I was behind on

11 my dues there at the Country Club and they pulled that

12 money out. I recall getting a check in the mail for

13 $100 or $200 or so.

14 Q Do you own stock in any other country club?

15 A I do not.

16 Q Did you ever have an interest in Tiger

17 Enterprises, LLC?

18 A I did.

19 Q And when did you divest -- do you still have

20 an interest in that property?

21 A I don't.


23 interest?

24 A 2005 or 2006.

25 Q And what did you do with that property?


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1 A That was the convenience store that we

2 developed at Colony Crossing in Madison. The only

3 thing that Tiger owned was the convenience store and

4 we sold it back in '05 or '06. I don't recall the

5 date.

6 Q And have you had an interest in Frazier &

7 Williams Construction Company, Inc.?

8 A I did.

9 Q And do you still have an interest in that?

10 A I do not.


12 interest?

13 A Over two years ago.

14 Q Did you also sell that?

15 A Yes.

16 Q Have you had an interest in Pryor & Frazier

17 Construction, Inc.?

18 A I did.

19 Q And do you still have that interest?

20 A I do not.

21 Q And how did you divest yourself of that

22 interest?

23 A We merged in 2003 with Frazier & Williams

24 and that became the new company.

25 Q So you merged?


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1 A Correct.

2 Q So do you still have an interest in the

3 company?

4 A I do not.

5 Q Do you have an interest in any other

6 companies that have not been listed previously?

7 A No.

8 Q I believe you also testified at the 341(a)

9 hearing, as well as briefly today, that you had a bank

10 account for Van Buren, LLC, at BancorpSouth. Is that

11 correct?

12 A Yes.

13 Q Did you only have one bank account at

14 BancorpSouth for Van Buren?

15 A Yes, for Van Buren.

16 Q Did you have any other business accounts at

17 BancorpSouth?

18 A Yes.

19 Q So is it my understanding that any proceeds

20 that you received as a result of the sale of the

21 various condos and units that Mr. Crow asked you

22 about, would those monies have been deposited only in

23 that BancorpSouth account?

24 A Yes.

25 Q Do you know of any reason why there would


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1 have been any deposits in any other account either at

2 BancorpSouth or any other bank from sales of those

3 units?

4 A The only reason I can think of is if this

5 Oxford bank, if we had an account there to help pay

6 for the options that these unit owners added after the

7 fact, and I don't recall how all of those were handled

8 because I know that our construction company would pay

9 for these options and finance them, but I don't

10 recall.

11 First National Bank in Oxford, we might have

12 opened an account there, but I don't -- again, that's

13 going back to 2003, '04 when the project was finishing

14 and I just don't remember.

15 Q Do you recall depositing any money from the

16 sales of any of these units in any account other than

17 the Van Buren account established at BancorpSouth?

18 A I don't recall, no.

19 Q And would you say that you were the main

20 interest or controller of Van Buren, LLC?

21 A I would.

22 Q Okay. So would you say that any deposits of

23 money would have been under your direction?

24 A Yes.

25 Q And it's my understanding based on your


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1 earlier testimony about the request for production of

2 documents that I sent that you no longer have those

3 bank statements. Is that correct?

4 A That's correct.

5 Q And just to clarify, not to keep going over

6 the point, but is it my understanding that only --

7 that those records were left in your office or that

8 Travelers Insurance may have those records?

9 A Correct.

10 Q Okay. But no other individual that you know

11 of has custody of those records. Is that correct?

12 A Only if the Taylor Covington/Watkins & Eager

13 group, you know, has copies.

14 Q Did Taylor Covington and/or Watkins & Eager

15 keep a copy of your bank statements for Van Buren?

16 A No.

17 Q Who balanced your blank statements for that

18 account?

19 A Sammie Sartain, the office manager.

20 Q And I believe you said the last that you

21 knew she was located in Pearl. Is that correct?

22 A Correct.

23 MS. SHAFFER: I have no other questions at

24 this time. Thank you.

25 THE WITNESS: Okay.


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1 MR. BURWELL: I want to take a quick break.

2 I've got a lot of exhibits I need to mark before I get

3 started.

4 (Off record)

5 (Exhibits 3 through 22 marked)

6 EXAMINATION

7 BY MR. BURWELL:

8 Q Mr. Frazier, my name is Todd Burwell. I

9 represent Club Woodlands, LLC, Steve Davidson and

10 Shelby Brantley. Exhibit 3 to your deposition today

11 is the order allowing us to take part in your

12 deposition.

13 Tell me this: Were you ever a member or did

14 you ever have any interest in a company called Flowood

15 Developers, LLC?

16 A I did.

17 Q And what was your interest?

18 A 50 percent.

19 Q You personally or through some other company

20 or entity?

21 A It was through Frazier Development.

22 Q So you personally did not own any interest

23 in Flowood Developers, LLC. Correct?

24 A Correct.

25 Q And was there an LLC agreement for Flowood


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1 Properties -- I mean, excuse me, Flowood Developers,

2 LLC?

3 A Yes.

4 Q Did you sign that agreement?

5 A I don't recall if the operating agreement

6 was signed. It could have been. It could have been

7 signed by my father on behalf of Frazier Development.

8 I don't recall if I signed it.

9 Q Who was the manager of Flowood Developers,

10 LLC?


12 Q Do you recall if you were ever a manager of

13 that LLC?

14 A I don't.

15 Q Do you recall where you had a bank account

16 for that LLC?

17 A Yes.

18 Q Where was that?

19 A Merchants & Farmers.

20 Q Did you have signatory authority on that

21 account?

22 A Yes.

23 Q So you could write checks?

24 A Correct.

25 Q That LLC purchased some property in Flowood.


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1 Is that correct?

2 A Correct.

3 Q Take a look at Exhibit 4.

4 A Okay.

5 Q Is that the closing statement for the

6 purchase of that property by Flowood Developers, LLC?

7 A Yes.

8 Q Did Frazier Development, LLC, ever make any

9 capital contributions to that LLC?

10 A Yes.

11 Q What were they?

12 A When the property was not cash flowing for

13 the first year or so, we would make the bank payments

14 to satisfy the monthly note.

15 Q Okay. And how many payments did you make?

16 A Well over 12. I don't recall the amount.

17 Q Okay. Did Frazier Development, LLC, put up

18 any cash in terms of an investment at the beginning or

19 in the formation of Flowood Developers, LLC?


21 Q In connection with the purchase of the

22 property, that LLC got a loan for the full amount of

23 the purchase price. Correct?

24 A I don't recall the exact purchase price.

25 Q Look at the Exhibit 4 in front of you and


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1 tell me what it says the purchase price was.

2 A $775,000.

3 Q Did Frazier Development put up any of that

4 $775,000 for the purchase price?

5 A No.

6 Q Okay. Look at the bottom of Page 1 of

7 Exhibit 4. It indicates there that there was

8 $19,192.66 given to the purchaser at closing. Is that

9 correct?

10 A Correct.

11 Q Do you remember that being the case?

12 A I don't.

13 Q Were you there at closing on behalf of

14 Flowood Developers, LLC?

15 A Yes.

16 Q And what was done with the 19,000-some-odd

17 dollars that was given to the LLC at closing?


19 Q Did you take that money?

20 A No.

21 Q Did you put that money in any bank account

22 other than the Flowood Developers, LLC, bank account?


24 Q Who was responsible for dealing with tax

25 matters on behalf of Flowood Developers, LLC?


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1 A Either myself, my father or our office

2 manager, Sammie Sartain.

3 Q Okay. Who was the other -- and I may have

4 already asked you this. Who was the other member of

5 that LLC?

6 A Which LLC?

7 Q Flowood Developers, LLC.

8 A Steve Davidson.

9 Q Now, after y'all purchased -- or after the

10 LLC purchased that property that's reflected in

11 Exhibit 4, did you ever have the property taxes out

12 there reassessed?

13 A We attempted to have them reassessed. I

14 can't recall what was ever done.

15 Q Who is "we"?

16 A Steve Davidson and I.

17 Q Do you know when that was?

18 A I don't recall, but I remember hiring a

19 third party, Property Tax Associates, to assist in

20 that matter.

21 Q Do you remember when that was?

22 A I don't.

23 Q Were you supposed to have had that property

24 reassessed right after the LLC purchased it?

25 A The question is was I supposed to have had


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1 it reassessed?

2 Q Yes. Is that something you were supposed to

3 be doing?

4 A That is something Steve Davidson and I were

5 collectively working on.

6 Q Did you have any tenants at that property

7 out there?

8 A We did.

9 Q And who were those tenants?

10 A There was a Tandy Wansley who operated some

11 grain storage along the railroad tracks that came in

12 at some point. There was a Bekeson Glass that was the

13 original tenant that occupied about 5 percent of the

14 space. And there was some welding company, and I

15 don't recall their name.

16 Q Is it C. West (phonetic)?

17 A That's it.

18 Q Okay. Who was responsible for collecting

19 the rent from those tenants on behalf of the LLC?

20 A Again, my father, C.E. Frazier, Sammie Satin

21 or myself.

22 Q Were all rents collected from the tenants

23 who were leasing properties from that LLC deposited in

24 the Merchants & Farmers account?



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1 Q Did you ever personally receive any rent

2 payments from any of the tenants out there?

3 A Yes.

4 Q Did you personally ever endorse and/or cash

5 those checks?

6 A I don't recall.

7 Q Did you ever personally receive any of the

8 rental payments from the tenants who were leasing

9 property from that LLC?

10 A Can you ask that again?

11 Q Did you --

12 MR. BURWELL: Can you repeat that for me?

13 THE REPORTER: Sure.

14 (Reporter read previous question.)

15 A Yes.

16 BY MR. BURWELL:

17 Q And what did you do with the money you

18 received?

19 A I would discuss with Sammie Sartain, again,

20 our office manager -- the property operated at a

21 deficit for the first year. I recall the monthly bank

22 payments being $7,700 or $7,800 a month, and for about

23 a year to a year and a half, the only rent we received

24 was from the first tenant, Bekeson Glass, and it was

25 $1,600 a month or so.


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1 And let me rephrase that. As part of the

2 deal, Bekeson got six months free rent. So for the

3 first six months, we made bank payments, being Frazier

4 Development, on behalf of Flowood Developers, LLC.

5 Q And out of what account would those payments

6 be made on behalf of Flowood Developers, LLC?

7 THE WITNESS: Can you repeat that? I'm

8 sorry.

9 THE REPORTER: And out of what amount would

10 those payments be made on behalf of Flowood

11 Developers, LLC? What account. I'm sorry.

12 MR. BURWELL: Account.

13 A Flowood Developers, LLC, at one point had an

14 account at Merchants & Farmers once things got

15 rolling, that is, once we got another tenant. I

16 recall there only being -- there not being an account

17 when we bought the property, and there was no

18 operating agreement. That was some six months or a

19 year into it that we put that together.

20 BY MR. BURWELL:

21 Q So to answer my question, what account did

22 the payments from Frazier Development come from to

23 make the loan payments on the Flowood Developers, LLC,

24 loan?

25 A It would have been several accounts, and it


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1 also could have been from personal monies as well. We

2 were injecting personal money into the companies at

3 this time, and it could have been a Frazier

4 Development Trustmark account, could have been a

5 Frazier Development Bank First account. I don't

6 recall.

7 Q And if there were personal payments made,

8 out of what accounts would those payments have been

9 made?

10 A Trustmark.

11 Q Who were they made by?

12 A At this point, it would have been made by my

13 father, C.E. Frazier.

14 Q Did you take a rental payment from Tandy and

15 use that to pay for a trip up to Martha's Vineyard?

16 A No.

17 Q Anywhere up on the East Coast for a wedding?

18 A No.

19 Q How many checks did you personally receive

20 from the tenants who were leasing property from

21 Flowood Developers that you would have cashed and/or

22 kept the money?

23 A I don't know.

24 Q Have you ever had any conversations with

25 Steve Davidson about the amount of rent payments you


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1 personally accepted and/or cashed from the tenants of

2 Flowood Developers, LLC?

3 A We had limited conversations, yes.

4 Q Did you ever admit to Steve Davidson that

5 you had taken some of the rental payments from the

6 tenants of Flowood Developers, LLC?

7 A I did.

8 Q And how much did you admit to Steve Davidson

9 that you had taken from those tenants?

10 A We had a conversation in an effort to

11 reconcile what was owed to the Fraziers collectively

12 for subsidizing Flowood Developers in order to make

13 the monthly bank payments, but we never got to the

14 bottom of the exact amount of what was owed to

15 Frazier.

16 Q Do you have any documents now in your

17 possession or know where they might be that would show

18 what payments were made by Frazier Development, LLC,

19 on behalf of Flowood Developers, LLC?

20 A I don't have any documents in my possession

21 now regarding that, no.

22 Q Do you know where any documents would be

23 that would reflect those payments?

24 A I would have to ask my office manager and my

25 brother.


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1 Q Who is your office manager?

2 A The office manager at the time was a Sammie

3 Sartain.

4 Q Now, at some point, Frazier Development

5 assigned its interest in Flowood Developers, LLC. Is

6 that correct?

7 A Correct.

8 Q Do you know when that was?

9 A October of 2006.

10 Q Do you know why that was?

11 A Yes.

12 Q Why was that?

13 A I was presented an option by Steve Davidson

14 and Shelby to satisfy debt that I was attempting to

15 repay them, and they threw that out, and I said,

16 "Sure, I'll do that," and signed the assignment. I

17 will add that the original assignment on the Six

18 Shooter property had some limitations that were struck

19 through by Steve Davidson and I signed another one.

20 Q What was the amount of the debt owed to

21 Steve Davidson and Shelby Brantley?

22 A The principal was $300,000.

23 Q What other amounts were owed?

24 A I don't know.

25 Q Were there interest payments?


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1 A Yes.

2 Q Dividend payments?

3 A Yes.

4 Q Attorneys' fees?

5 A I don't recall.

6 Q Now, at any time, did Flowood Developers,

7 LLC, sell any of the property that it owned while

8 Frazier Development was still a member?

9 A There were no physical properties sold.

10 Q Were there any properties sold by Flowood

11 Developers to John Laws --

12 A Let me -- that rings a bell. Yes, there was

13 a small piece of property sold, yes.

14 Q Take a look at Exhibit 5 for me.

15 A Okay.

16 Q Is that a closing disbursement sheet from

17 the sale of that small piece of property by Flowood

18 Developers to John Laws and Janice Laws Nance?

19 A Yes.

20 Q Now, that document, Exhibit 5, is not signed

21 by you. Do you remember signing that document?

22 A I remember the document, and, yes, I recall

23 signing this when we sold the land to Laws.

24 Q Now, looking at Nos. 3 and 4 on that closing

25 disbursement statement, can you tell me -- excuse me,


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1 not three. Yes, three and four.

2 Can you tell me what those payments

3 indicate, what they were for, and the amounts?

4 A Let's see. Rankin County Chancery Clerk.

5 They were for the '04 taxes.

6 Q Okay. And No. 4?

7 A '05 taxes.

8 Q And according to this closing disbursement

9 sheet, the '04 taxes were in excess of $51,000?

10 A Yes.

11 Q And the '05 taxes were in excess of $40,000?

12 A Correct.

13 Q Do you know if any time after this closing

14 the property was reassessed and the tax amounts were

15 reduced?

16 A I do not know.

17 Q All right. Take a look at Exhibit 6 for me.

18 Do you recognize Exhibit 6?

19 A I do.

20 Q And that is the assignment of limited

21 liability company interest from Frazier Development,

22 LLC, to Club Woodlands, LLC?

23 A Correct.

24 Q And that is assigning all of your interest

25 in Flowood Developers, LLC, and when I say "your," I


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1 mean Frazier Development's interest. Is that correct?

2 A Correct.

3 Q Turn to the back page of that document,

4 Page 3. Is that your signature under Frazier

5 Development, LLC?

6 A Yes.

7 Q What was your title in that Frazier

8 Development, LLC?

9 A Manager.

10 MR. HENDERSON: What's the date of that?

11 BY MR. BURWELL:

12 Q The date of this document is October 12th of

13 2006. Is that correct, Mr. Frazier?

14 A It is.

15 Q Do you know if the taxes -- the personal

16 property taxes for that property owned by Flowood

17 Developers, LLC, was ever reduced to around $17,000

18 per year?

19 A I don't know.

20 Q You were never successful, I take it from

21 your testimony, in having the assessment -- or the

22 property reassessed for a lower amount?

23 A I never got knowledge that it was

24 reassessed. I have no knowledge if it was ever

25 reassessed.


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1 Q What personal steps did you take to attempt

2 to have that property reassessed after becoming a

3 member of Flowood Developers, LLC?

4 A I associated myself with Property Tax

5 Associates and attempted to show them what I thought

6 the values were of the property out there in an effort

7 to reduce the taxes. Let's see. That's all.

8 Q Who did you deal with at Property Tax

9 Associates?

10 A William Ward.

11 Q And where was his office located?

12 A At the time, it was in Ridgeland on County

13 Line in the Woodlands Building.

14 Q Do you know where it is now?

15 A No.

16 Q And do you know what time period you were

17 dealing with Mr. Ward on the reassessment of this

18 property?


20 Q Other than asking Mr. Ward for help at

21 Property Tax Associates, did you personally do

22 anything else in connection with having that property

23 reassessed?

24 A I coached my partner at the time, Steve

25 Davidson, as to what I thought he needed to do at his


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1 meetings that he had at the city level. He was

2 meeting with several city personnel about reducing the

3 taxes. And due to his relationship with the city and

4 his business, Plastic Surgery Associates, being in

5 Flowood, I knew he carried more weight than I did in

6 that matter.

7 Q At what period of time did you coach Steve

8 Davidson on that issue?

9 A I don't recall the exact time.

10 Q If you would, look at Exhibit 7. And can

11 you tell me what -- do you recognize that document?

12 A Yes.

13 Q Okay. And what is that?

14 A Transfer of management to Steve Dav