Frazier Claiborne Sectoin 341 Meeting

8/8/2019 Frazier Claiborne Sectoin 341 Meeting

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IN THE UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF MISSISSIPPI

IN RE:

HARRIS CLAIBORNE FRAZIER CASE NO. 08-03051-EE

CHAPTER 7 SECTION 341 MEETINGHELD ON MARCH 11, 2009

APPEARANCES:

Eileen Shaffer for BancorpSouth

Drew Malone for Egan Construction

Robert Kisselburgh for Holly Hughes

Billy Brunt for BankFirst

Breck Hines and Scott Holmes for HinesJohn Laws for Laws Construction

John Lyle for Acoustics, Inc.

TRUSTEE: Derek A. Henderson

TRANSCRIBED BY: Sherry L. Purvis, CSR #1566Certified Court Reporter134 Mallard Pointe DriveMadison, Mississippi 39110(601) 605-0229


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Section 341 Meeting - 03/11/2009

Sherry Purvis, CSR - (601) 605-0229

2

INDEX

Style and Appearances 1

Index 2-3

Certificate of Court Reporter 65

EXAMINATIONS

Examination by Trustee 4

Introduction of Parties Present 5

Continued Examination by Trustee 6

Examination by Ms. Shaffer 20

Examination by Mr. Kisselburgh 24

Examination by Mr. Brunt 30

Examination by Mr. Hines 31


Examination by Mr. Laws 41


Continued Examination by Mr. Laws 42



Examination by Mr. Lyle 50

Continued Examination by Mr. Hines 51

Examination by Mr. Malone 52

Continued Examination by Mr. Brunt 53


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3

EXAMINATIONS

Continued Examination by Mr. Kisselburgh 55


Continued Examination by Mr. Brunt 58

Continued Examination of Mr. Kisselburgh 59

Trustee's Questions to Various Attendees 59

Continued Examination of Trustee 61

Continued Examination of Mr. Kisselburgh 62

Continued Examination of Trustee 63


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TRUSTEE: All right. Next I've got Harris

Claiborne Frazier. Have a seat. If y'all are going to

ask questions, you might want to move up, so you can be

heard on the recorder. That's good. Just leave it there

for a minute. Sit over there, too, if you need to. Jim

Martin was coming back? Was he?

UNIDENTIFIED MALE: I'm here on behalf of

(unintelligible).

TRUSTEE: Okay. All right. I'm sorry. I'm

just getting all of this out of the way that I don't need

today, I don't think. Okay. Would you raise your right

hand, please?

HARRIS CLAIBORNE FRAZIER,

having been first duly sworn, was examined and testified

as follows:

EXAMINATION BY TRUSTEE:

Q. And you are Harris Claiborne Frazier?

A. Correct.

Q. Okay. Mr. Frazier, this is your passport; is

that correct?

A. Correct.

Q. And you don't have a driver's license; is that

right?

A. I do. It's just misplaced.

Q. Okay. All right. Social security number is


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the same that's listed here?

A. Correct.

Q. Okay. And it is the same number that's listed

on this notice here, so I'm going to give that back to --

A. All --

Q. -- you.

A. -- right.

TRUSTEE: All right. I'm going to start around

on this side, and ask who's present.

MS. SHAFFER: Eileen Shaffer for BancorpSouth.

TRUSTEE: Okay. Bancorp. All right.

MR. MALONE: Drew Malone for Egan Construction.

MR. KISSELBURGH: Robert Kisselburgh for Holly

Hughes.

TRUSTEE: Spell that, please, sir.

MR. KISSELBURGH: K-I-S-S-E-L-B-U-R-G-H.

TRUSTEE: Okay. And you represent --

MR. KISSELBURGH: Holly --

TRUSTEE: -- Holly?

MR. KISSELBURGH: -- Hughes.

MR. BRUNT: I'm Billy Brunt, BankFirst.

MR. LINDSEY: Talbert (phonetic) Lindsey

(phonetic), BankFirst.

MR. HINES: Breck Hines and Scott Holmes on

behalf of Hines-Phillips, R. Scott Hines, Shirley Hines.


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Who else?

TRUSTEE: Okay. Behind you?

MR. LAWS: John Laws, Laws Construction.

TRUSTEE: Okay. I can't -- this lady's with

you?

MR. LAWS: My wife.

MR. LYLE: John Lyle, Acoustics, Inc.

TRUSTEE: Okay. Anybody else? All right.

CONTINUED EXAMINATION BY TRUSTEE:

Q. Mr. Frazier, did you provide the information to

your attorney for the preparation of your bankruptcy

schedules?

A. I did.

Q. Is the information listed here true and

correct?

A. Yes.

Q. Have you listed all of your assets?

A. Yes.

Q. And have you listed all of your liabilities?

A. Yes.

Q. Have you transferred any property, real or

personal, to anyone in the past two years?

A. Yes.

Q. Okay. And I'm showing here on your statement

of financial affairs -- item number ten shows Amy Atwood


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Frazier -- you had in August of 2008 various things

through a divorce decree; is that correct?

A. Correct.

Q. Okay. And then I'm showing Amy Atwood Frazier

in 2007, transfer equity in marital home prior to the

divorce; is that correct?

A. Correct. It was -- it was not transferred to

her, though. It was transferred to her father.

Q. Okay. And that was in '07?

A. Correct.

Q. All right. And then you've got Shelby

Brantley, M.D. and others, an interest in Six Shooter Land

and Timber, October '06?

A. Correct.

Q. And then, also, to Shelby Brantley, M.D. and

others, October '06, a two-thirds interest in Frazier

Development's 50 percent warehouse building, Flowood; is

that correct?

A. It's not. It's -- it's 50 percent interest in

a warehouse development in Flowood.

Q. Okay. But Frazier Development had a two-thirds

interest in the 50 percent --

A. Of --

Q. -- is that not right?

A. It's not.


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Q. Okay. It's just --

A. Frazier Development had 50 percent interest in

the Flowood Development.

Q. Okay. All right. Other than those four

transfers that are listed here, have there been any other

transfers?

A. No.

Q. Okay. Did you review an information sheet with

your attorney regarding bankruptcy?

A. Yes.

Q. All right. Have you filed bankruptcy before?

A. Not personally.

Q. The company -- which company had filed

bankruptcy?

A. Frazier Development filed, but it was

dismissed.

Q. It was Chapter 11, wasn't it, and it was

dismissed as an 11; is that --

A. Correct.

Q. -- correct? Okay. Now, this was a year ago?

A. Year and a half.

Q. Year and a half. Okay. And I've got an

address on you of Grandview Circle, Brandon; is that still

a good address?

A. No.


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Q. What's your address now?

A. 775 Gulf Shore Drive, and that's Destin,

Florida 32541.

Q. All right. You'll need to get your attorney,

Mr. Curtis, to get that address changed with the court, so

that any notices that come out of the court will be

mailed --

A. Okay.

Q. -- to that address, to be certain you get a

copy of --

A. Okay.

Q. -- everything. Okay. All right. Did you sign

this petition when it was filed?

A. Yes.

Q. And did you sign the schedules?

A. Yes.

Q. Did you review the information before you

signed it?

A. Yes.

Q. Do you need to make any changes or corrections

of any kind?

A. None, other than what we just made.

Q. Okay. All right. On the transfers we --

A. On --

Q. -- talked --


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Q. -- we'll get it clear. Okay. All right. And

then there's a debt on that, also; is that correct -- on

the lodge itself?

A. Correct.

Q. All right. But then you've got Mathena

Wetlands in Belzoni, six acres and a lodge?

A. That's misprinted. It's 550 acres, and -- and

there's a building. It's not a lodge.

Q. Okay. And there's a debt on that, also?

A. No.

Q. All right. What is it? Is that a hunting

camp?

A. It is.

Q. Do you own it 100 percent yourself?

A. No.

Q. Who owns it? How much do you own?

A. 20 percent.

Q. Okay. Who owns the other 80 percent?

A. Four other individuals.

Q. Okay. And who are they?

A. Larry Edwards. There's an Austin Frazier, my

brother.

Q. Right.

A. There's a Shelby Brantley and a Doug Hutchins.

Q. And I'm assuming 20 percent by everybody?


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A. Correct.

Q. Okay. All right. Mathena Wetlands has nothing

to do with Six Shooter? They're two separate pieces of

property?

A. Correct.

Q. Okay. And there is no mortgage on that 550

acres?

A. None.

Q. Okay. Colonial (sic) Crossing, which is 121

Colonial Crossing, Madison. What is in your name

individually?

A. Let me -- that must be a misprint. It's Colony

Crossing.

Q. It is Colony. I said Colonial. I'm sorry.

A. And we own -- Frazier Development owns

50 percent, and I own two-thirds of Frazier Development.

Q. I got you. All right. And Ergon owns the

other 50 percent?

A. Correct.

Q. Okay. And what's happened with -- who's

managing that now? Has Ergon taken that over and is

managing that?

A. We jointly do it.

Q. Okay. Who at Ergon is your contact person that

runs this?


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A. On the property management side is a Keith

Clair.

Q. Know Keith.

A. But the partner in the development is a Robert

Lampton.

Q. Know --

A. He's --

Q. -- Robert.

A. -- the president of Ergon Properties, which

actually holds the -- the 50 percent of interest of

Frazier Development.

Q. All right. But when you talk about managing

the property and the income coming in and paying the note,

Keith Clair's handling that? That's who you deal with?

A. He -- he deals with the property management,

actually. Paying the note is another guy at Ergon named

Ken Hodges.

Q. All right. What happens to the rents that come

in every month? Where do they go?

A. They go to Ergon Properties.

Q. Okay. And you have that agreement with Ergon

that that's been handled that way?

A. Yes.

Q. Okay. And who do you talk to at Ergon if you

want to discuss the rents coming in and the notes getting


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paid? Is that Keith Clair or Ken Hodges?

A. Both.

Q. Both. Okay. All right. Who owns the other

one-third interest of Frazier Development?

A. My father.

Q. What's his name?

A. C. E. Frazier.

Q. Okay. All right. The next is the Six Shooter

Lodge, which is the lodge itself that you told me about

earlier, right?

A. Correct.

Q. This has got land. It says transferred in

October 2006. So, actually, it's called the Six Shooter

Lodge, but it's really talking about land itself? That's

the --

A. That's the --

Q. -- twenty --

A. -- correct.

Q. -- five hundred acres, right?

A. Right.

Q. And that is the same property that we discussed

on the number ten that had been transferred back in

October of '06?

A. Correct.

Q. Okay. And then we've got the warehouse,


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Flowood. And it says assigned 50 percent, 2006, Frazier

Development as 50 percent; is that --

A. That's correct.

Q. All right. Okay. So Frazier Development

had -- you own 50 percent, and Frazier Development owned

50 percent, and you transferred your personal 50 percent?

Is that what you're saying?

A. Actually, in the Flowood part, I -- Frazier

Development owned 50 percent.

Q. Uh-huh (affirmative).

A. The other 50 percent was held by a Steve

Davidson.

Q. Okay. So Steve Davidson and Frazier

Development were 50 percent owners, and you have

two-thirds interest in Frazier Development? And you gave

your interest of two-thirds in Frazier Development's 50

percent -- that's what was transferred to Shelby Brantley

and others; is that -- did I follow that right?

A. Almost. We actually transferred our -- Frazier

Development -- the entire 50 --

Q. Oh --

A. -- percent.

Q. -- okay. All right. So your father, in his

one-third, gave, also, and it went to Shelby Brantley?

A. Correct. And I want to point out it was the


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intent on the Flowood Development to satisfy debt, but it

only satisfied about 85 to 90 percent of the debt --

Q. Uh-huh (affirmative).

A. -- so we -- the balance of the debt, we

collateralized with the Six Shooter land because that was

the only property that we had free and clear. And the two

other individuals were also in that hunting camp, and so

it was my request -- my attorney to set aside the transfer

on the land because it's far more valuable than -- than

the debt that was owed, so I can sell the Six Shooter

membership and satisfy the creditors.

Q. Okay. All right. Other than those tracts that

I just went over, do you have any land that's in your

name?

A. No.

Q. Okay. All right. And then this 50 percent of

Frazier Development -- this two-thirds of the Frazier

Development that you own to get the 50 percent -- does

Frazier Development have any assets now? What does it own

today?

A. The only thing Frazier Development still owns

is the shopping center in Madison, Colony Crossing, with

Ergon.

Q. Okay. Which has a debt on it of about

$12,000,000; is that correct?


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A. It's twelve million, seven fifty.

Q. Okay. When you say that shopping center -- is

the Bonefish and that building and those outparcels also

part of this?

A. No.

Q. Okay. The Wendy's, none of that -- you're

talking about the shopping center itself, where the Kroger

is and the Beef 'O'Brady's, the whole area there?

A. Correct.

Q. Okay. All right. What about the 50 percent

interest in Flowood Development subject to assignment?

I'm not sure --

A. That's --

Q. -- what --

A. -- what --

Q. -- that --

A. -- we --

Q. -- means?

A. -- discussed. That's the -- the -- the

Flowood -- that's the warehouse development in Flowood

that Frazier Development assigned 50 percent back in

October of '06 to Steve Davidson. The entity that owned

that was Flowood Developers, LLC.

Q. I got you. You're just showing that as a

potential interest claim that if it comes back -- that's


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why it's listed --

A. I --

Q. -- here?

A. -- want to -- my intent is to place a value on

that, which is actually written at the bottom of the

assignment. And -- and -- and get the Six Shooter

assignment undone, so I can sell Six Shooter Lodge and

land, at it should, as a whole, of which I had buyers

lined up, but I hadn't been able to do that for obvious

reasons.

Q. Okay. All right. What about the Ergon

Frazier? What is -- what is that company?

A. Ergon Frazier -- the -- the correct name of the

entity that owns Colony Crossing Shopping Center is Ergon

Frazier Development I, LLC. Frazier Development has

50 percent, and Ergon Properties has the other 50 percent.

Q. All right. The place that you're living in

Destin -- who owns that?

A. My mother and my stepfather.

Q. Okay. Have they always owned it? It's never

been in your name?

A. Never been in my name.

Q. Okay. Has it been in Frazier Development

Company?

A. No.


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Q. Just they've owned it since they bought it?

A. Correct.

TRUSTEE: Okay. All right. I'll start over

here at BancorpSouth. Do you have any questions you want

to ask?

EXAMINATION BY MS. SHAFFER:

Q. Mr. Frazier, Eileen Shaffer on behalf of

BancorpSouth. Under what company did you develop the

condos in Oxford?

A. Van Buren Group, LLC.

Q. And did you have an ownership interest in Van

Buren, LLC?

A. I did.

Q. And do you still have that interest?

A. Yes.

Q. Okay. How do you see it listed on the

bankruptcy schedules?

A. It -- it -- it's been so long ago. There's one

condo left, and the bank -- and you may be involved in

this. There was an Oxford attorney that was working on

doing a judicial foreclosure to foreclose on that. We

listed BancorpSouth as a creditor. We dissolved Van Buren

Group. And, honestly, I don't know if title -- well, I

don't know if the title on that condo was actually in

Frazier Development, Van Buren Group. I understand that


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juvenile court for Williamson County, Tennessee, in the

matter of Ella Diane Hughes?

A. Yes.

Q. You understand you have been -- this court has

determined that you are the biological father of Ella

Diane Hughes?

A. Yes.

Q. Okay. And you also understand that you have

been ordered to pay certain amounts towards her support?

A. Yes.

Q. And you also understand that a judgement has

been entered against you for 100 -- excuse me -- $106,800

for back child support in addition to $3,900.06 for

medical bills, pertinent expenses, and $9,000 for

attorneys' fees? Do you understand that?

A. Yes.

Q. Okay. Have you amended your schedule to

indicate those amounts owed?

A. No. I just got it last night.

Q. Okay. Did you receive it before last night?

A. I got it -- my attorney might have, and we're

working on amending that here in Mississippi. But I just

got what you reflected delivered to me last night about

6:30.

Q. Okay. And where were you staying last night?


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A. In Brandon.

Q. At 79 Grandview Circle?

A. Yes.

Q. Does your wife currently live there?

A. Yes.

Q. Okay. So she's living at Grandview Circle in

Brandon, and you're living in Destin?

A. Yes.

Q. And I think you gave your address as 775 Gulf

Shore Drive?

A. Correct.

Q. Is there a condo number?

A. Yes, 36.

Q. Okay. And how long have you been living down

there?

A. I've been living there part-time since last

summer.

Q. Okay. Part-time you've been living there, back

and forth between here and Mississippi?

A. Correct.

Q. You still consider yourself to be a resident of

the state of Mississippi, correct?

A. For the next 30 days, yes. I'm fixing to move

down there permanently.

Q. Okay. And why?


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who has the direct contact with them.

Q. Okay. So the person in Birmingham that you

have contact with is -- what's their name?

A. Bubba Smith.

Q. Okay. And whereabouts is -- what's the company

he's working for in Birmingham?

A. He's kind of like me. He's with AIG Baker,

which is a development of AIG Insurance, and it's about to

shut down and melt down, and he's doing what I'm doing.

Q. Okay. You'd have the ability to get in contact

with Bubba Smith, though, wouldn't you?

A. Oh, yes, I do.

Q. Oh, you said that your mother and your

grandmother are currently helping you with monthly

spending -- monthly support; is that correct?

A. Correct.

Q. How much are you receiving on that monthly

basis?

A. About 1,000.

Q. Plus, you're living rent free down at the

condo?

A. Correct.

Q. What are you driving?

A. GMC Yukon.

Q. That's all we have right now.


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A. Right.

Q. You've got $200 worth of stuff on right now.

UNIDENTIFIED MALE: Look at the current value.

MR. BRUNT: What?

UNIDENTIFIED MALE: You're going to look at the

current value of his clothing.

MR. BRUNT: I just -- I just asked him.

Q. (By Mr. Brunt) $200?

A. My -- my --

UNIDENTIFIED MALE: We wouldn't get that in a

garage sale for the clothes you got on right now.

MR. BRUNT: That's all the questions I've got.

TRUSTEE: Hines?

MR. HINES: Yes, sir.

EXAMINATION BY MR. HINES:

Q. Claiborne, you said earlier the -- your

interest in Frazier Development was two-thirds, and your

dad owned a third?

A. And that's what it's -- currently is.

Q. What interest in Frazier Construction did you

have or do you have currently?

A. None.

Q. The various pieces of heavy equipment that are

up in Belzoni that are stored at Big Brake Hunting Club --

who owns those?


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A. Frazier Construction.

Q. And what about the Kubota tractor in the metal

building at Mathena?

A. I'm assuming, Frazier Construction.

Q. Okay. And are those pledged to anybody as

collateral, or does anybody have --

A. I don't know.

Q. -- liens on them? Big Brake Hunting Camp,

being, you know, an exclusive hunting club, you know --

who's paying your dues, or how are you --

A. My --

Q. -- paying those?

A. -- my mother paid them.

Q. And is she going to continue paying them?

A. That's the plan. Yes.

Q. I mean, is that -- instead of satisfying

creditors, that money can go --

A. She -- that's a place when the grandkids come

home, but that's -- that's -- she's going to continue --

Q. What --

A. -- paying --

Q. -- about --

A. -- them.

Q. -- furniture --

A. But as you know, Big Brake Hunting Club is for


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Q. And who owns it now?

A. I don't know.

Q. Did the Hines not have a charging order against

the -- against that asset?

A. No.

Q. Well, I'd like to make it be known that we did,

but I don't know what we can do about it here. I can

produce that charging order, and you've --

A. Let's --

Q. -- already --

A. -- clarify this. There were two buildings in

Tupelo. One we sold to Stanford Financial. The other was

an office building that our construction office used to be

in that BancorpSouth foreclosed on.

Q. How big was it?

A. 7,500 square feet. You may be getting

confused, Breck. The building downtown had a breezeway

through the bottom of it. And I guess someone could look

at it and think it's two buildings, but it was one.

The --

Q. Is --

A. -- one --

Q. -- that --

A. -- that --

Q. -- not --


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A. It's their decision. They're the manager. I

guess, cash calls -- Trustmark just renewed a $12,000,000

note for us. It's my contention that I want to hold on to

that through my trustee, and -- and sell that back when

the market goes up, which may be a year or two. So, you

know, they might see fit to -- to -- Ergon to let loose of

it, being that Trustmark just renewed that note, and

the -- we've -- we've kicked out a lot of tenants that --

that hadn't been able to pay rent. And the ones that are

paying are paying the -- the new note, the -- the monthly

note --

Q. But --

A. -- with --

Q. -- as --

A. -- Trustmark?

Q. -- of March 1st, is the -- I mean, is the

property cash flowing enough to cover the debt service?

A. Yes.

Q. So there's no more cash calls, at least -- when

was the last cash call that you remember?

A. Two years ago.

Q. Do you still own unencumbered the 20 percent

interest in Mathena Wetlands, LLC?

A. Yes.

Q. Okay. Who owns the metal building there that


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A. I was in Florida with my kids.

Q. And I understand you've got a new -- fancy new

golf cart in Florida?

A. I don't.

Q. Who paid for that?

A. I don't have a golf cart.

Q. Well, you were --

A. I don't have a golf cart in Florida. I --

Q. You were seen driving one. Whose were you seen

driving?

A. That would have been one that my mother bought.

Again, I didn't buy a new golf cart.

Q. Okay. And you spent Mardi Gras in New Orleans,

I understand?

A. I did.

Q. Where did you stay while you were down there?

A. At the Crowne Plaza.

Q. And who paid for that?

A. My wife.

Q. Okay. Are there any other assets that -- I had

a question I was going to ask -- were there any other

assets that are not listed on the schedule that you know

of?

A. No.

Q. Thank you.


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Q. What is Big Brake?

A. It's a hunting camp in Belzoni that my

stepfather owns with four other guys.

Q. Okay. So your -- your -- you don't -- do you

have any ownership interest in Big Brake?

A. No.

Q. Okay. That's different than Mathena Wetlands,

right?

A. Correct.

Q. Okay. All right. You're just a member of the

club at Big Brake?

A. I'm -- I'm a junior member. My -- the -- the

main member is my stepfather.

Q. Okay. But you pay dues to be a member of that?

A. My mother paid, so that the grandkids could

come up.

Q. Right. But you don't own any of the land up

there? It's not in your name?

A. Correct.

Q. Never been in your name?

A. Correct. And when you say "land up there" --

Q. I'm --

A. -- Mathena --

Q. -- talking about Big Brake.


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A. Big Brake.

Q. Yeah. I'm --

A. Okay.

Q. -- talking about --

A. All right.

Q. -- Big Brake only. I just wanted to be sure --

A. Because Mathena's --

Q. -- it --

A. -- about --

Q. -- was --

A. -- a --

Q. -- different.

A. -- mile away.

THE TRUSTEE: Okay. All right. The Laws?

EXAMINATION BY MR. LAWS:

Q. What's the status of the loan on Colony

Crossing? Did you say it had just been renewed?

A. Yeah. We -- to -- to give you my -- my

thoughts. The -- the -- the loan, twelve million, seven

fifty, was due in December. I had filed in October,

and -- and the -- my attorney failed to file a creditor

matrix on time, which is the reason this creditor meeting

has been pushed back two or three months. Trustmark, I

think, wanted to see, you know, if -- if the Trustee was

going to force me to sell, or if Ergon was going to buy my


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42

interest, and none of that happened. And I let Trustmark

know that I'm going to fight as hard as I can to -- to --

you know, through the Trustee, stay in the deal and see

the real estate market come back up, and -- and sell

Colony Crossing, which they saw fit to do that. And they

just gave us a -- a new note where we're paying principal

and -- and interest.

Q. What are the terms of that note?

A. I don't want to discuss that. I don't think it

matters. But I'll tell you they gave us a new note, and

it's a -- it's a good rate and good amortization. The

property's cash flowing, despite only being 78 percent

leased.

Q. Well, when does that note become due?

A. Five years.

Q. Five years.


Q. Who's your banker at Trustmark? Any particular

one that y'all --

A. George --

Q. -- use?

A. -- Gunn.

Q. Thanks.

CONTINUED EXAMINATION BY MR. LAWS:

Q. The rent for Ergon, you said goes to Ergon


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Q. So you still own 50 percent of the partner --

or Frazier Development still owns 50 percent of the

partnership? (Unintelligible) --

A. That's correct.

Q. -- (unintelligible). Yeah.

A. That's --

Q. But they're accruing the balance of that

deficiencies, and so you'll have to make it up at some

point?

A. That's correct, and that's been whittled

significantly down.

Q. Do you know what the balance is?

A. It's -- I -- I don't know exactly.

Q. About?

A. About probably 450, 450,000, but -- but that's

for Ergon, and I'd be responsible for half of that.

I'd say, you know, 225.

Q. Explain the transaction from the Flowood

developers and Shelby Brantley, whoever else was involved.

Was that where Frazier Development was basically paying

personal debt?

A. Brantley and Davidson had an investment with

me, and --

Q. With you personally?

A. No. In a -- in a company.


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Q. Which company was --

A. In --

Q. -- that?

A. -- a company. In Jackson Metro, in -- what's

the other one? Brantley had one in a Gluckstadt

restaurant. There -- there were three. I can't remember

the third. And they approached me and wanted me to assign

two pieces of property to them, and that would more than

satisfy the debt. So what I did -- I transferred my 50

percent of Flowood Development to them, and written at the

bottom of the assignment, I told them I wanted a value.

And -- and -- and we took 100,000 less than we were each

carrying it on our financial statement, and that value was

$250,000. Their -- Brantley and Davidson's original

investment was 300,000. They said they wanted Six Shooter

land, for me to assign that, and it was intended to be as

collateral because I view, even in this economy, the land

being worth 5, $600,000, but --

Q. Your --

A. -- that's --

Q. -- portion of it?

A. -- my portion of the land. That was the only

thing that I owned that didn't have any debt on it, and it

made sense to me, and I signed an assignment on the land.

And I'm asking my Trustee to overturn that assignment, so


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46

I can sell Six Shooter land and Six Shooter Lodge,

collectively. That's the way it needs to be sold.

Q. What I'm trying to get an understanding of --

Frazier Development owned 50 percent of Flowood

Development, and you used -- and so when you say you owned

it, that was the LLC, though, and the transfer of that to

some partners in another deal --

A. Frazier Development -- my father and I

transferred it to Davidson and Brantley via their LLC,

which is called Club Woodlands. That's the way the

transfer document -- it's a two-page, simple document that

is -- is -- you know, I have.

Q. But was their debt with Frazier Development --

does the other side of the transaction (unintelligible)

Frazier Development or with Claiborne --

A. With --

Q. -- Frazier?

A. -- Frazier Development.

Q. Okay. Now, you say you're trying to challenge

or unwind that transaction?

A. I am.

Q. All portions of it, or just the portion with

(unintelligible) Frazier or with --

A. Well --

Q. -- Six Shooter?


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A. -- let -- let me clarify. I'm not trying to

unwind the Flowood transaction. I'm trying to force the

value that's written at the bottom of the document --

250,000 on it. What I am trying to unwind -- and I've

tried the past year and a half through various

attorneys -- is the Six Shooter land transfer.


Q. I'm going to ask a question here to clarify and

make sure I understand. You agreed that, either through

Brantley and Davidson or Club Woodland, however you say

that -- you owed them some money --

A. Correct.

Q. -- right? So you gave them the Flowood

Development for basically a credit, but y'all agreed on a

number, and it was $250,000?

A. Correct.

Q. And so once you gave them that, how much more

did you owe them at that point? How much were you

collateralizing?

A. In -- in my mind --

Q. Yeah--

A. -- I owed them about another $75,000.

Q. Jointly or each?

A. Jointly.

Q. Okay. All right. So you owed another 75,000


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48

to them after you gave them Flowood Development, and so to

secure that 75,000, you were giving them an assignment in

Six Shooter until you could pay them the 75,000?

A. That's correct.

TRUSTEE: Okay. All right. Sorry. I just --

MR. LAWS: (Unintelligible).

TRUSTEE: I was trying to --


Q. Other than the Trustmark loan with Ergon

Frazier, have any of your other loans been paid or

refinanced? Are there any entities that you're involved

with -- any other loans that have been paid or refinanced

in the last six months?

A. No. I have no other loans.

Q. Do you have any life insurance with a cash

value that you're able to borrow against?

A. No.

Q. And have you received any income out of Ergon

Frazier in the last 12 months?

A. No.

Q. What's the status of C. E. Frazier

Construction?

A. The -- it was -- the bonding company took it

over in November of '07. My brother and father worked a

deal with Mike Harrell -- or my father worked a deal with


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Q. Okay. That's really all (unintelligible).

MR. HINES: (Unintelligible) would like to

follow up.

TRUSTEE: Okay. Go ahead. For the record,

just say who you are.

MR. HINES: Yes, Breck Hines, again.

CONTINUED EXAMINATION BY MR. HINES:

Q. Claiborne, you mentioned when I questioned you

earlier that you didn't have anything to do with equipment

in Belzoni. Have you been out there recently trying to

negotiate a sale to a local farmer in Belzoni of that

equipment?

A. I've got some people that are interested, and

I've -- there -- there's been two people that are

interested in the equipment. I've turned that over to

Austin. I've been up there because I keep stuff in my

room, but it was not just to negotiate a sale. No.

Q. Okay. So you're negotiating -- I mean, you

were talking to this guy about selling the equipment, but

yet you don't keep up with what's up there with this

gooseneck trailer that's all of a sudden gone missing?

A. I let him in the gate when I was going up there

to -- to get some clothes that I keep in my room, but, no,

I'm not negotiating (unintelligible) --

Q. So he may have stole it?


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53

TRUSTEE: Anybody?

MR. BRUNT: Yeah, one more.

TRUSTEE: Go ahead.

MR. BRUNT: Billy Brunt with BankFirst.

CONTINUED EXAMINATION BY MR. BRUNT:

Q. Claiborne, you mentioned that if you can get

the Six Shooter unwound, then you'll be able to sell it, I

guess, in an open market -- your interest in it?

A. Correct.

Q. Which means the condo and the land part, which

is what? 17, 16 percent, 16.6 percent?

A. The -- I own a seventh interest in the land

that was transferred, and I own a sixth interest, 16.6

percent in the lodge.

Q. If you're able to unwind all of that and you're

able to sell it, in your agreement with those other

partners, will you sell it to anybody you want to?

A. I can, but they do have a first right of

refusal on the land. We -- until I got into financial

trouble, there was no operating agreement on Six Shooter

Lodge. Now, they did run out there and put one together

that my brother and I -- Austin did not sign, so we're

operating under the state statute as far as we're

concerned.

Q. Okay. I guess the point is, if all of that


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54

happens, and you get equity, how -- how much equity do you

think you would have? If you're successful in getting

that unwound and selling it, how much equity would you be

able to pull out of your interest in the land and the

lodge?

A. I contend in this market I could have 6 or

700,000 to go to creditors. Who knows, you know -- the

market goes up, you know, I'm -- I'm asking a million for

it, and we've got two people interested. But the other

members don't want me -- and I hadn't paid my dues -- they

don't want me on the property.

Q. Yeah.

A. And I'm trying to go about it the right way,

through the attorneys. My hope is it's up -- up close to

900 or a million, but, you know, it'll probably end up

being around 6, 700.

TRUSTEE: They've got a -- the other owners are

relying on the LLC agreement that they had or the state

statute, and they're basically claiming that you can't

sell this without their permission. I don't know if

they're right or not, but that's what they're saying now.

And they're keeping track of what is being called on for

cash, and what they're paying, and he's not paying his

share. And they've got an accountant and a valuation guy

by the name of Ralph Ross. Some of y'all probably know


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56

Q. 2006?

A. No.

Q. 2005?

A. Yes.

Q. Okay. When do you anticipate the 2006 or '07

taxes will be filed?

A. It's contingent on my accountant working out a

deal with the Trustee on payment to wrap up some LLCs.

There is a letter that was delivered yesterday, I'm told,

by my attorney's runner, to Derek's office. And my

accountant wants Derek to acknowledge this letter

regarding, you know, payment to do this work.

Q. Okay. What's your accountant's name?

A. Robert Parker.

Q. Where does your wife work?

A. Fox-Everett.

Q. And what does she do?

A. She is an account manager for insurance.

Q. That's all. Thank you.

UNIDENTIFIED MALE: Mr. Henderson, pardon my

ignorance. How do I request a transcript of today's

(unintelligible)?

TRUSTEE: U. S. Trustee's office right here.

What they'll do is give it to you on a disk like this, and

you can play it, and then you can transcribe it yourself


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57

or give it -- so... But instead of all of y'all doing it,

you might want to do one and make copies, and just kind of

share the costs. Mr. Laws?


Q. I have one more question. When did y'all last

receive an offer on the purchase of (unintelligible)?

A. Gosh. About eight or nine months ago.

Q. And what was the amount of that offer?

A. It was 18 -- 18.3 million, and it had a

financing contingency in there, and we had gotten

Trustmark receptive to financing the balance. This

company was putting down 40 percent. And we felt good

about it, and then the company shut the doors. It was a

company out of Ohio. And then about four months ago Ergon

had sold some property, and they were doing a section 1031

exchange. I was trying to sell my interest to them, and I

gave them a -- a number that I contend was about 75% of

what I felt like the value was worth, and they ended up

buying something else. It's actively on the market, not

through a broker, but we are trying to sell it.

Q. What was your value to Ergon?

A. My value for my interest was $2,000,000.

Q. And that was after the loan -- right after the

loan was paid off (unintelligible) --

A. No. That was just Ergon had money, and they


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59

declined. No, they haven't.

CONTINUED EXAMINATION OF MR. KISSELBURGH:

Q. Robert Kisselburgh for Holly Hughes. Have they

made you any offer?

A. They have made a verbal offer --

Q. Of what?

A. -- that they might pay a million dollars back

about three or four months ago.

Q. Who made --

A. The --

Q. -- that --

A. -- the --

Q. -- offer?

A. -- the property management guy that -- that --

that -- Keith Clair is his name. That they might pay a

million dollars, and I let him know that, you know, no, I

wouldn't -- I wouldn't take that. That I wanted to --

through -- of course, since I'm in a Chapter 7, through my

Trustee, I was going to do everything I could to convince

him to let's ride this market back up and sell it for, you

know -- it -- it -- where it should have sold, that we

came close to selling, you know, two or three years ago.

Q. Okay.

TRUSTEE: Eileen, does BancorpSouth have any

collateral left that it hasn't foreclosed, or you going to


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60

try to get the stay lifted on?

MS. SHAFFER: I don't know what they're going

to do about the stay.

TRUSTEE: But do you know of any collateral

they got left?

MS. SHAFFER: I think there may be tract

(unintelligible).

TRUSTEE: Okay. All right. What about

BankFirst -- has it got any?

MR. BRUNT: I'm sorry.

TRUSTEE: Do you have any collateral that has

not been foreclosed or anything like that?

MR. BRUNT: No, sir.

TRUSTEE: Okay. Is anybody in here a secured

creditor that has collateral on something?

UNIDENTIFIED MALE: We've got various charging

orders on items. I don't know whether that makes us a

secured creditor or not. I mean, Mathena Wetlands, for

instance, we placed the first charging order on it before

anybody else knew about it.

UNIDENTIFIED MALE: Derek, you know, and I

tried in an effort to satisfy the Hines and Laws -- there

was, you know, assignments and transfers for developer

fees and stuff like that, and charging orders that I've

worked with them over the past couple of years on.


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61

TRUSTEE: All right. If you've got that, would

you just send them to me -- what you got, so I'll know

what you believe --

UNIDENTIFIED MALE: I think all of this has

been filed already on the docket, and I think

(unintelligible) most of y'all's has too, hasn't it?

UNIDENTIFIED MALE: Yeah. I mean, everything

should be -- should be -- or filed, at least in Madison

County, I believe, or else filed with the bankruptcy

court.

UNIDENTIFIED MALE: Oh, are they?

TRUSTEE: Have you already done that, too?

UNIDENTIFIED MALE: (Unintelligible).

TRUSTEE: Okay. Well, you can file them that

way. I just -- trying to decide because if the issue

would be that if we do turn in -- like Mathena, if we

decided to sell that somehow, we got to know who's got

liens against it, so we can notify them, so we'll know

whether we're getting money out of it or whether we're

just giving it to the lienholders or what we need to do.

I just want to be certain.


Q. All right, Mr. Frazier. I know you've answered

a lot of questions already. But, generally, you've got --

which we don't know what the taxes are going to be yet, if


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62

any, right?

A. Right.

Q. Okay. And we don't know what your support

payments, child support, domestic, whatever, is going to

be, either. You've got them listed here, but you don't

actually know; is that right?

A. Correct.

Q. Okay. You realize, generally, that both of

those items, though, are nondischargeable in a bankruptcy?

A. I understand that.

UNIDENTIFIED MALE: Do we --

TRUSTEE: Sir?

CONTINUED EXAMINATION BY MR. KISSELBURGH:

Q. Are you going to amend the schedule with regard

to the order that was entered in Tennessee.

A. We are going to attempt to amend the judgement.

I didn't have the financial -- the financial information

to submit. And I'm interviewing two attorneys today to

work on amending that judgement, so expect that. But if

there's something that I need for current -- I'll -- I'll

get with my attorney, and -- and -- and get what's

currently in place on the bankruptcy.

Q. Have you paid anything towards the care of Ella

Hughes?

A. No.


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63

Q. Since her birth?

A. No.

TRUSTEE: I'm going to have the court send a

notice out that's going to set a claims bar date. I would

suggest that you file within that bar date, regardless of

whether you've got discharged or not. And then you've got

it on record of what you say you're owed, and if it gets

resolved or changed, you can take it up later. But you

don't want to let that date run on you, and not, at least,

have your claim filed.


Q. And then where you're working now -- like you

said, you're affiliated with this Americo broker. That's

what you testified about (unintelligible). But before

that, you had not been employed since October; is that

correct?

A. That's right.

Q. And your income right now is family

contributions, other than what you're making as a

commission --

A. Correct.

Q. -- is that right?

A. Correct.

Q. And these lawsuits that you've got listed here,

all are lawsuits, I think, that are listed against you or


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64

the companies. But you don't have any claims that are

listed here, other than the one you told me about, but

it's not actually listed because it hadn't been filed;

is --

A. Correct.

Q. -- right?

A. It has not been filed.

Q. Okay. I think you need to get with Mr. Curtis

and be certain that your schedules get amended to reflect

everything that was asked here today on the ownership

interests, boats, four-wheelers. Anything you've got, you

need to be certain that it's in here. Okay. And if

there's an issue about clothes or personal property or

trailers, you're going to get another chance to get that

right. Let's be certain that you get it right. Okay?

A. Okay.

Q. But you need to talk to him and be serious

about itemizing the stuff out item by item. Okay?

A. Okay.

TRUSTEE: Anybody else? All right. That's all

I've got today. Thank you.


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Section 341 Meeting - 03/11/2009 65

CERTIFICATE OF COURT REPORTER.

I, Sherry L. Purvis, Court Reporter and Notary

Public, in and for the State of Mississippi, hereby

certify that the foregoing 65 pages contain a true and

correct transcript of the Section 341 Meeting of Harris

Claiborne Frazier, to the best of my ability.

I further certify that I am not in the employ

of or related to any counsel or party in this matter and

have no interest, monetary or otherwise, in the final

outcome of this matter.

Witness my signature and seal this the _____

day of March, 2009.

SHERRY L. PURVIS, CSR #1566

My Commission Expires:

May 5, 2010

Frazier Claiborne Sectoin 341 Meeting

Documents

Transcript of Frazier Claiborne Sectoin 341 Meeting