Claiborne Frazier 2004 Exam

1
1 IN THE UNITED STATES BANKRUPTCY COURT.

FOR THE SOUTHERN DISTRICT OF MISSISSIPPI
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3
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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Examination taken at the Mississippi Bar Association
18 Jackson, Mississippi
On March 30th, 2009
19 Commencing at 9:04 a.m.
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22 REPORTED BY: MOLLY A. BENOIST, RPR
Mississippi CSR #1722
23
BOND & BENOIST, LLC
24 Post Office Box 1576
Madison, Mississippi 39130
25 (601) 936-4466
2
1 APPEARANCES:
2
MR. ROBERT J. CURTIS
3 Attorney at Law
405 Tombigbee Street
4 Jackson, Mississippi 39201
5 REPRESENTING HARRIS CLAIBORNE FRAZIER
6
MR. JOHN W. CROW, JR.
7 Attorney at Law
203 Wagner Street
8 Water Valley, Mississippi 38965
9 REPRESENTING BANCORPSOUTH
10
MS. EILEEN N. SHAFFER
11 Attorney at Law
401 East Capitol Street, Suite 316
12 Jackson, Mississippi 39201
13 REPRESENTING BANCORPSOUTH
14
MR. G. TODD BURWELL
15 Latham & Burwell
618 Crescent Boulevard, Suite 200
16 Ridgeland, Mississippi 39157
17 REPRESENTING CLUB WOODLANDS, LLC, SHELBY
BRANTLEY AND STEVE DAVIDSON
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19 MR. PAUL M. ELLIS
Butler, Snow, O'Mara, Stevens & Cannada
20 210 East Capitol Street, Suite 1700
Jackson, Mississippi 39201
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REPRESENTING ST. PAUL TRAVELERS
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23 MR. DEREK A. HENDERSON
Attorney at Law
24 111 East Capitol Street, Suite 455
Jackson, Mississippi 39201
25
BANKRUPTCY TRUSTEE AND ATTORNEY FOR TRUSTEE
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1 APPEARANCES:
2
3 MR. JAMES L. MARTIN
Attorney at Law
4 388 Highland Colony Parkway
Ridgeland, Mississippi 39157
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REPRESENTING THE HINES FAMILY AND KAY ATWOOD
6 VAN SKIVER
7
MS. ROSAMOND H. POSEY
8 Mitchell, McNutt & Sams
1216 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
2
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
5
1 TABLE OF CONTENTS CONTINUED

2
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.
7
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?
9
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,
10
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
12
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
15
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
17
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?
18
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.
19
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
20
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?
21
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
22
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?
23
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
24
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
25
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?
26
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.
27
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
28
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
29
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.
30
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?
31
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
32
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,
33
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?
34
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
35
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 --
36
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?
37
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:
38
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
39
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
40
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.
41
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,
42
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
43
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.
44
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
45
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
46
1 proceeding?
2 A Yes.
3 MS. SHAFFER: If I could have those marked
4 as BancorpSouth's Exhibit No. 2, please.
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
47
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
48
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:
49
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
50
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?
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
51
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
52
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
53
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?
54
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?
55
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
56
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
57
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.
58
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
59
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.
60
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
61
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?
62
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.
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
63
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?
64
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.
65
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
66
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
67
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.
68
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.
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?
69
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,
70
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
71
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.
72
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
73
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 Davidson.
15 Q The title of that document is "Amendment to
16 operating Agreement of Flowood Developers, LLC, a
17 Mississippi Liability Company." Is that correct?
18 A Correct.
19 Q Turn to the second page of that document.
20 Is that your signature on the second page?
21 A Yes.
22 Q And you were signing on behalf of Frazier
23 Development, LLC, as its member manager?
24 A Correct.
25 Q Okay. What's the date of that document?
74
1 A Let's see. July 18th.

2 Q Of what year?
3 A 2006.
4 Q And if you would, go back to the first page.
5 The third paragraph on the first page, what does it
6 say that it is Frazier Development, LLC's intent to
7 do?
8 A It says, "Desires to transfer, set over and
9 assign unto Steve Davidson its 50 percent membership
10 interest in the company."
11 Q Okay. And Frazier Development at one time
12 did own a 50 percent interest in that company.
13 Correct?
14 A Yes.
15 Q And by assigning this document, it was
16 transferred to Steve Davidson. Correct?
17 A Correct.
18 Q Were you ever a member or did you ever have
19 any involvement with a company called Jackson Metro
20 Properties, LLC?
21 A Yes.
22 Q And what was your involvement with that
23 company?
24 A Frazier Development, I was member manager of
25 Frazier Development, and it had an interest in Jackson
75
1 Metro.
2 Q And what was Frazier Development's interest
3 in Jackson Metro Properties?
4 A I don't recall.
5 Q Was it more than 50 percent?
6 A At a point in time.
7 Q Was Frazier Development, LLC, the manager of
8 Jackson Metro Properties, LLC?
9 A Yes.
10 Q Okay. And who on behalf of Frazier
11 Development, LLC, was authorized to act on its behalf?
12 A My father and myself.
13 Q Take a look at Exhibit 8. Can you tell me
14 what that document is?
15 A It's the operating agreement of Jackson
16 Metro Properties.
17 Q Okay. I want you to take a second and look
18 through that. This is not a signed copy, but I want
19 you to review it and let me know if it's the final
20 version, what you remember of the final version of the
21 operating agreement of Jackson Metro Properties, LLC.
22 A This is the final operating agreement, but
23 it was amended as other members bought into the
24 properties.
25 Q Understood. Okay. If you would, look on
76
1 Page 2 under Subsection N. What does it say there in

2 terms of who the manager of that LLC is?
3 A Frazier Development, and it further goes on
4 to say Claiborne Frazier.
5 Q Okay. What do you have as Exhibit 9?
6 A The amendment to the operating agreement of
7 Jackson Metro Properties.
8 Q On the second page, is that your signature
9 on the second page of Exhibit 9?
10 A Yes.
11 Q You were signing on behalf of the manager,
12 Frazier Development, LLC?
13 A Yes.
14 Q Okay. Is this the amendment you were
15 talking about where some additional members purchased
16 an interest in that LLC?
17 A Yes.
18 Q Okay. And who were the members that were
19 added at that time?
20 A R. Scott Hines, E.R. Hines and Shirley
21 Hines.
22 Q And am I correct that Frazier Development,
23 LLC, sold some of its interest to those three
24 individuals?
77
1 Q So its membership interest was reduced by

2 that -- by the sale to those three individuals?
3 A Correct.
4 Q Okay. And the Hines: Scott Hines purchased
5 5.31 percent interest in that LLC?
6 A Correct.
7 Q E.R. Hines purchased 4.87 percent interest?
8 A Correct.
9 Q And Shirley Hines: 2.21?
10 A Correct.
11 Q Okay. Were there ever any other members
12 added to Jackson Metro Properties, LLC?
13 A Yes.
14 Q Who were those?
15 A There was Dr. Songcharoen and his wife, and,
16 let's see, Scott Hines invested some additional
17 monies, and that's all.
18 Q No other additional members?
19 A Not that I can recall.
20 Q Were there -- were there any further
21 amendments to the operating agreement in addition to
22 Dr. Songcharoen or the additional investment by Scott
23 Hines?
25 Q And did Frazier Development, LLC, sell some
78
1 of its interest to Dr. Songcharoen?

2 A Yes.
3 Q So there should be some further amendment to
4 the operating agreement whereby Frazier Development,
5 LLC's interest was further reduced?
6 A Correct.
7 Q Is Jackson Metro Properties still in
8 business?
9 A No.
10 Q What happened to it?
11 A The properties were sold and the LLC
12 dissolved.
13 Q When were the properties sold?
14 A It was a two-part sale because the
15 properties were sold when they were only 75 percent
16 leased. I recall the sale being sometime in 2005. I
17 don't remember the month.
18 Q Who were the properties sold to?
19 A A company named DBSI out of Boise, Idaho.
20 Q And what was the amount of the purchase
21 price paid by DBSI for the properties?
22 A I don't recall. It was in the six millions,
23 but I don't recall the exact amount.
24 Q Who handled the closing of that sale?
25 A My father and I.
79
1 Q And did you use counsel in connection with

2 the sale of that property?
3 A Yes.
4 Q Who was the counsel that represented Jackson
5 Metro Properties in connection with that sale?
6 A Ben Williams.
7 Q At Watkins & Eager?
8 A Correct.
9 Q Look at Exhibit 10 for me.
10 A Okay.
11 Q Can you tell me what that document is?
12 A It's a letter to Shelby Brantley regarding
13 the loan commitment I had received from Legacy Bank,
14 which gave us a non-recourse loan on the properties.
15 Q In what capacity did you sign that letter?
16 A Manager.
17 Q Of Jackson Metro Properties, LLC?
18 A Correct.
19 Q Okay. Were you acting as manager of Jackson
20 Metro Properties, LLC, when that property was sold to
21 DBSI?
22 A Yes.
23 Q All right. Look at Exhibit 11 for me and
24 tell me what that is.
25 A Let's see. It's an e-mail from Norma, who
80
1 was my assistant at a point in time, to Shelby

2 Brantley, Carroll McLeod and Steve Davidson.
3 Q What is Norma's last name?
4 A Queeneville.
5 Q Can you spell that for me?
6 A Q-U-E-E-N-E-V-I-L-L-E.
7 Q And what company did Norma Queeneville work
8 for?
9 A She worked for -- she was employed by
10 Frazier Construction Company.
11 Q Was she ever employed by Frazier
12 Development?
13 A She did not get her salary from Frazier
14 Development, but she did serve as an assistant to
15 Frazier Development.
16 Q Okay. And do you know where Ms. Norma
17 Queeneville lives now?
18 A I don't.
19 Q What was her last known address?
20 A I don't know.
21 Q Do you know what city?
22 A I don't know.
23 Q When is the last time you talked to Norma
24 Queeneville?
81
1 Q Now, was her office located in the same

2 building you were in?
3 A Yes.
4 Q You said she was your assistant. Correct?
5 A She multitasked. She was an assistant to
6 several, including the construction company.
7 Q This Exhibit No. 11, this e-mail, who was it
8 sent to?
9 A Shelby Brantley, Carroll McLeod and Steve
10 Davidson.
11 Q Were all three of those gentlemen and/or
12 companies owned by them members of Jackson Metro
13 Properties?
14 A Yes.
15 Q Did you send this e-mail or did Norma
16 Queeneville send this e-mail?
17 A Norma did.
18 Q At the bottom, it's signed with an
19 e-signature "Claiborne." Are you telling us that she
20 signed that?
21 A No one signed it. I didn't --
22 Q Typed it.
23 A She typed it.
24 Q Did she type that at your instruction?
25 A Yes. She would send e-mails at my
82
1 instruction. I would give her the gist of what to

2 send and she would send them.
3 Q The first sentence of this e-mail says,
4 "There is a rumor that the sale of Jackson Metro
5 Properties has been consummated. It has not." Is
6 that a true statement?
7 A Yes.
8 Q What was the date of that?
9 A December 15th, 2005.
10 Q So no money had been received by Jackson
11 Metro Properties as of December the 15th of 2005 in
12 connection with the sale of properties owned by that
13 LLC?
14 A Not correct.
15 Q That's not true?
16 A That's not true.
17 Q All right. Take a look at Exhibit 12 for
18 me. Excuse me. Go back to 11. The date of that
19 e-mail is December 15th, 2005?
20 A Correct.
21 Q What's Exhibit 12?
22 A Let's see. It's what I call the initial
23 closing of the Jackson Metro sale to DBSI.
24 Q What do you mean by "the initial closing"?
25 A There were several contingencies for me to
83
1 receive all of the money, inclusive of commissions,

2 and they were all tied to Frazier and/or third-party
3 brokers completing the lease-up of the properties.
4 Q What's the date of this closing statement
5 that's Exhibit 12?
6 A 10/04/05.
7 Q Which is two months before this e-mail was
8 sent. Correct?
9 A That's correct.
10 Q Is that your signature on this closing
11 statement?
12 A Correct.
13 Q Signed as manager of Jackson Metro
14 Properties, LLC?
15 A Correct.
16 Q What does this closing statement indicate
17 that the seller received at closing?
18 A Let's see. Sale price, $1,423,274.
19 Q What was done with that money?
20 A I don't recall specifically. I don't know.
21 Q Okay. That money was not distributed to the
22 members of the LLC. Correct?
24 Q Was that sale and the nonpayment of the
25 distribution to the members the basis of the debt that
84
1 you owed to Steve Davidson and Shelby Brantley that

2 you talked about earlier?
3 A Yes -- well, no. No. There was another
4 property that Shelby Brantley was in in Gluckstadt; it
5 was called Gluckstadt Restaurant, LLC. And there were
6 some payments that Shelby had made because we were in
7 a cash -- we were having cash flow problems and we
8 were trying to sell off real estate, and I recall
9 Shelby making some payments to Gluckstadt Restaurant
10 that went to the bank, mortgage payments.
11 That coupled with Jackson Metro is the
12 reason that I incurred the debt to Brantley and
13 Davidson, and I have since signed the assignments
14 prepared by you.
15 Q You testified earlier that the debt to
16 Davidson and Brantley was a principal amount of
17 $300,000. What's the basis for that amount?
18 A That was their original investment to
19 Jackson Metro.
20 Q So that had nothing to do with the
21 Gluckstadt Restaurant, LLC. Correct?
22 A Correct.
23 Q All right. Look at Exhibit 13, please.
24 What is that document?
25 A It's a seller's guaranty escrow agreement.
85
1 Q And is that the escrow that was put up at

2 the time of closing in October on the sale of Jackson
3 Metro Properties, LLC's property?
4 A Yes.
5 Q And the amount of that escrow was what?
6 A $251,000.
7 Q Turn to the fifth page of Exhibit 13. Is
8 that your signature as manager for Jackson Metro
9 Properties, LLC?
10 A Yes.
11 Q Now, you have mentioned the assignment that
12 you gave to Brantley and Davidson for a company owned
13 by them. Did you make any cash payments or payments
14 of any kind to any of the other members to pay them
15 back for their not receiving the distribution after
16 the sale of properties owned by Jackson Metro
17 Properties, LLC?
18 A No.
19 Q You never made any payments to the Hines?
20 A No cash payments directly from Frazier
21 Development. There was a transfer via a charging
22 order that they got the proceeds on.
23 Q Tell me about that.
24 A I had by virtue of these assignments, which
25 Six Shooter was fully intended to collateralize the
86
1 debt, I had signed what's called charging orders in an

2 effort to settle the debt, and I signed a charging
3 order with the Hines family on my interest of an LLC
4 called Tupelo Development, LLC, which was a holding
5 company for a building in Tupelo. I sold that
6 building to Stanford Financial and the Hines got my
7 proceeds from the sale and it partially satisfied the
8 debt that I had with them.
9 Q How much did you owe the Hines in connection
10 with the -- or squaring up with them for their
11 interest in Jackson Metro Properties, LLC?
12 A Some 400-and-some-odd thousand, and I don't
13 recall the exact amount.
14 Q But you believe it to be around $400,000?
15 A At a point in time. Not today.
16 Q And was that for their interest -- that's
17 what you owed them for their interest in Jackson Metro
18 Properties, LLC?
19 A No. They were also an investor in another
20 property.
21 Q How much did you owe them for their interest
22 in Jackson Metro Properties, LLC?
24 Q How much did you pay them to square up or
25 pay them back for their interest in what they lost in
87
1 Jackson Metro Properties, LLC?

2 A I don't recall, and I have not squared up
3 with them.
4 Q All right. Take a look at Exhibit 14 for
5 me. Can you tell us what that document is?
6 A The operating agreement of Six Shooter Land
7 & Timber.
8 Q And if you'll look on Page 36 of that
9 agreement, is that your signature, the second from the
10 bottom of that page?
11 A Yes.
12 Q Do you acknowledge this is the operating
13 agreement for Six Shooter Land & Timber Company, LLC?
14 A When I was active in the company, yes, this
15 was the operating agreement.
16 Q This was the original operating agreement?
17 A Yes.
18 Q Okay. And at that time, you owned 12.5
19 percent interest in Six Shooter Land & Timber, LLC?
20 Look at the very last page.
21 A Clarify "at that time." Are you referring
22 to at inception?
23 Q Yes, at the inception.
24 A Yes.
25 Q And this agreement was entered into
88
1 September 4th of 1996? Front page.

2 A Yes.
3 Q Now, going back to the last page,
4 Mr. Frazier, all of the members at inception owned
5 12.5 percent. Correct?
6 A Correct.
7 Q At some point in time, Aubrey Lucas and
8 Jeffrey Summers sold their interest. Correct?
9 A Correct.
11 A I don't.
12 Q Do you remember what they sold their
13 interest for?
14 A I don't.
15 Q Do you remember if John Davidson bought his
16 12.5 percent interest for $125,000 in 2002?
17 A I don't.
18 Q If I told you that, would you dispute it?
19 A No.
20 Q And then did Jason Young also buy an
21 interest in that LLC?
22 A He did.
23 Q And do you remember when that was?
24 A I don't.
25 Q Do you remember how much it was for?
89
1 A I don't.
2 Q If I told you that Jason Young bought his
3 interest -- his 12.5 percent interest for $175,000 in
4 2003, would you be able to dispute that?
5 A As an apples-to-apples comparison, yes, I
6 would.
7 Q What do you mean by that?
8 A We did not own the amount of land in 2003
9 that the company should still own now.
10 Q Do you have any information to dispute that
11 Jason Young bought a 12.5 percent interest in that LLC
12 for $175,000?
13 A No.
14 Q Take a look at Exhibit No. 15 for me,
15 please. Is that the first amendment to the operating
16 agreement for Six Shooter Land & Timber, LLC?
17 A Yes.
18 Q And on the last page of Exhibit 15, is that
19 your signature, third up from the bottom?
20 A Yes.
21 Q And does this amendment acknowledge and
22 ratify the addition of John Davidson and Jason Young
23 as members in the LLC?
24 A Yes.
25 Q When did you first assign your interest in
90
1 Six Shooter Land & Timber, LLC, to anyone?

2 A October of 2006.
3 Q And who was that assignment to?
4 A Club Woodlands.
5 Q Look at Exhibit 16 for me. Do you recognize
6 that document?
7 A I do.
8 Q Is that your signature at the bottom, the
9 first signature line?
10 A Yes.
11 Q What's the date of your signature?
12 A April 26th, 2006.
13 Q Tell me what that document is, Mr. Frazier.
14 A It was an agreement that Steve Davidson and
15 I had. And I had at the time Colony Crossing under
16 contract and I was going to take a portion of the
17 proceeds and repay Davidson and Brantley.
18 Q And when you say "repay Davidson and
19 Brantley," they had an LLC called Club Woodlands, LLC,
20 that was a member of Jackson Metro Properties, LLC.
21 Correct?
23 Q Now, this document, Exhibit 16, is an
24 agreement and acknowledgment by you that you owe Club
25 Woodlands $390,000. Correct?
91
1 A Correct.
2 Q Read Line 1 for the court reporter.
3 A "We acknowledge a debt of $390,000 to Club
4 Woodlands, LLC, and agree to repayment in six weeks."
5 Q And the "we" is talking about Claiborne
6 Frazier, Frazier Development and Frazier Construction?
7 A Right.
8 Q Okay. Did you pay Club Woodlands, LLC,
9 $390,000 within six weeks of April the 26th of '06?
10 A No.
11 Q If you'll look at Exhibit 17 for me, do you
12 recognize this document?
13 A Yes.
14 Q Is this an assignment of membership interest
15 in Six Shooter Land & Timber, LLC?
16 A Yes.
17 Q Turn to the second page of that document.
18 Is that your signature on the left-hand side under
19 "Assignor"?
20 A Yes.
21 Q And what is the date of your signature?
22 A 05/18/06.
23 Q Did you sign more than one assignment in
24 connection with your interest in Six Shooter Land &
25 Timber, LLC?
92
1 A Apparently so. I'm confused. The

2 assignment that I've had in my files was dated in
3 October, and as I testified earlier, I started working
4 through my attorney at the time, Craig Geno, in trying
5 to sell Six Shooter.
6 That's my signature. I don't recall the
7 date on this document. The assignment that I've
8 provided my attorney in my bankruptcy filing is dated
9 October, which is one that I recall signing as well.
10 Q Were you negotiating with Steve Davidson or
11 Shelby Brantley throughout 2006 in connection with
12 repaying them the $390,000 that you owed?
13 A Yes.
14 Q Okay. And were your -- did your
15 negotiations include various attempts to repay them
16 that money to try to get back the interest you had
17 assigned in Six Shooter Land & Timber, LLC?
18 A Yes.
19 Q Look at Exhibit 18 for me. Do you recognize
20 this document?
21 A Yes.
22 Q Is this the 2006 assignment of limited
23 liability company interest whereby you are assigning
24 your interest in Six Shooter Land & Timber to Shelby
25 Brantley?
93
1 A Yes.
2 Q The date of this is September 1st of 2006?
3 A Right.
4 Q The members of Club Woodlands, LLC, are
5 Steve Davidson and Shelby Brantley. Is that correct?
6 A That's correct.
7 Q And turning to the back page of this --
8 excuse me, the next to last page of this document, is
9 that your signature on the upper left-hand side where
10 it says "Frazier"?
11 A Yes.
12 Q And then on every page at the bottom of the
13 page, are those your initials?
14 A Yes.
15 Q Did you put those initials there?
16 A Yes.
17 Q Whose initials are "A.F."?
18 A My brother, Austin Frazier.
19 Q Did he put those initials there?
20 A Yes.
21 Q Turning to the next to last page of that
22 document, is that Austin's signature next to the
23 bottom of that page?
24 A Yes.
25 Q Is that your signature at the bottom of that
94
1 page?
2 A Yes.
3 Q And this document was signed September 1st,
4 2006?
5 A Yes. Well, let me clarify. It's dated
6 September 1st of 2006. I'm not sure when I signed
7 this document.
8 Q Do you have any reason to dispute that it
9 was signed September the 1st of 2006?
10 A Yes, I do.
11 Q And why is that?
12 A It was routine for the doctors in the group
13 to fight over documents such as the operating
14 agreement, us refinancing the loan, items of that
15 nature. It was very hard to make decisions up there
16 with those guys -- being Brantley, one of the members,
17 Carroll McLeod and Steve Davidson -- by virtue of us
18 not having a Six Shooter Lodge operating agreement at
19 the time we built the lodge because people would talk
20 about the language.
21 So it was not routine for a document to be
22 dated, for example, 2004 and not be signed by
23 everybody for six or seven months later.
24 Q So you don't have any personal recollection
25 as to when this was actually signed, then, do you?
95
1 A I do not.
2 Q On the first page of Exhibit 18, Paragraph
3 2, provides that there is a right to repurchase. In
4 essence, that paragraph says that for $300,000 plus
5 interest, you could repurchase the interest you had
6 assigned in Six Shooter Land & Timber. Is that
7 correct?
8 A Correct.
9 Q If that payment was made before June the 1st
10 of 2007. Correct?
11 A Correct.
12 Q Was the $300,000 plus interest ever paid
13 back to Shelby Brantley, Steve Davidson or Club
14 Woodlands, LLC, by June the 1st of 2007?
15 A No.
16 Q If you would look at Exhibit 18 -- excuse
17 me, 19. Can you identify that document?
18 A Yes, it's another assignment of limited
19 liability company interest to Club Woodlands.
20 Q And what's the date of that assignment?
21 A October 12th, 2006.
22 Q Okay. Turn to the next to last page, Page
23 3, of Exhibit 19. Is that your signature on that
24 page?
25 A Yes.
96
1 Q And is this the assignment that you remember

2 that you testified to earlier?
3 A Yes.
4 Q And you would agree with me that when you
5 signed this document, you assigned all your right,
6 title and interest of any kind whatsoever in Six
7 Shooter Land & Timber to Club Woodlands, LLC?
8 A Yes, but there were numerous verbal
9 agreements that I had with Brantley and Davidson.
10 Q And what were those verbal agreements?
11 A That the value on the Flowood transfer,
12 which was a conservative approach, was $250,000. It
13 was $100,000 less than Steve Davidson and myself
14 carried the equity value in the property. Steve
15 Davidson admitted twice that the transfers via these
16 assignments to Club Woodlands were worth more than the
17 debt owed.
18 It was always unknown to me where the actual
19 interest figure was. One of your exhibits reflecting
20 the $390,000 was, obviously, a simple agreement we
21 came up with that I acknowledged that there was
22 $90,000 in interest owed. Again, I testified earlier
23 that I spent a lot of cash with Craig Geno trying to
24 sell Six Shooter and I just never got anywhere.
25 Q Are any of these agreements that you claim
97
1 you had with Steve Davidson or Shelby Brantley or Club

2 Woodlands in writing?
3 A None.
4 Q Where was this admission -- alleged
5 admission by Steve Davidson made?
6 A Over the phone.
7 Q Was that phone conversation taped?
8 A Not that I know of.
9 Q Have you ever repaid at any time Shelby
10 Brantley, Steve Davidson or Club Woodlands, LLC, the
11 $390,000 acknowledged on Exhibit 16?
12 A It depends on what "repaid" means.
13 Q Have you ever repaid them in cash?
14 A No.
15 Q You have repaid them by making assignments
16 to them. Right?
17 A Correct.
18 Q I may have already asked you this, and if I
19 did, I apologize. You have no documents in your
20 possession reflecting capital contributions to Flowood
21 Developers, LLC?
22 A Correct.
23 Q Did you pay Scott Hines $180,000 in
24 connection with what was owed to him for his interest
25 in Jackson Metro Properties, LLC?
98
1 A I don't recall the exact amount.

2 Q What is your best recollection of what
3 amount you paid him in connection with what was owed
4 to him for Jackson Metro Properties, LLC?
5 A My best recollection is the charging order
6 that I signed entitling them to the proceeds from the
7 building in Tupelo, they got somewhere around
8 $230,000.
9 Q Do you know how much of that was allocated
10 to the debt owed for Jackson Metro Properties, LLC?
11 A I do not.
12 Q All right. Take a look at the next document
13 for me. Do you recognize that document, Mr. Frazier?
14 A I do.
15 Q It's a letter dated October the 17th of 2003
16 from you to Shelby Brantley. Correct?
17 A Correct.
18 Q In what capacity did you write that letter?
19 A It says president of Frazier Development.
20 Q And that letter concerns the Van Buren, LLC?
21 A It does.
22 Q What was your position with Van Buren, LLC?
23 A I was manager of Frazier Development, which
24 had a third interest in the Van Buren.
25 Q Okay. And you were manager of Van Buren
99
1 through Frazier Development, LLC. Correct?

2 A Correct.
3 Q And Shelby Brantley was a member of Van
4 Buren, LLC. Correct?
5 A Correct.
6 Q Do you remember how much money he put up in
7 connection with that?
8 A Yes, $58,000.
9 Q What was done with the $58,000 that Brantley
10 put up?
11 A We purchased the property to build the Van
12 Buren on prior to the construction loan. We got a
13 land loan, the best I recall, to purchase the
14 property, and the equity that we needed was about
15 160-, $170,000.
16 Q Did you ever tell or represent to Shelby
17 Brantley that the loan on Van Buren -- or the loan for
18 the construction of Van Buren, LLC, had been paid down
19 to less than half a million dollars?
20 A Let's see. I reference that contingent on
21 some closings that it would be paid down to a half
22 million dollars in this letter, yes.
23 Q Would you read that paragraph that you're
24 referring to?
25 A Yes. "There are nine units remaining to be
100
1 closed. Two are closing this week and three are

2 scheduled to close the week of October 27th and the
3 remaining four are then -- are these scheduled for
4 closing the following week. This will take the
5 construction loan down to $500,000."
6 Q And did those closings take place?
7 A Apparently not. No, not all of them did.
8 Q Did any of them?
9 A I don't recall specifically, but I'm sure
10 out of -- you know, there were nine. I'm sure some of
11 them did.
12 Q All of the condos in that development have
13 been sold with the exception of one. Correct?
14 A Well, as I recalled today, one was sold at a
15 tax sale, the last one.
16 Q All were sold by Van Buren, LLC, to
17 individuals or companies outside of that tax sale. Is
18 that correct?
19 A Right.
20 Q The loan was not paid down, as referenced in
21 your letter. Correct?
22 A The loan was not paid down to a half million
23 dollars because all of these sales did not come
24 through, correct.
25 Q You did not take all of the money from the
101
1 sales that took place and pay down the loan that Van
2 Buren, LLC, owed. Correct?
3 A I don't recall.
4 Q You were the managing member of Van Buren,
5 LLC --
6 A Yes.
7 Q -- as manager of Frazier Development, LLC.
8 Correct?
9 A Correct.
10 Q Did Shelby Brantley put up any other cash in
11 connection with Van Buren, LLC, that you're aware of?
12 A No.
13 Q All right. If you'll look at the next
14 exhibit, Exhibit No. 21, can you identify that
15 document for me?
16 A Yes, it's the operating agreement of
17 Gluckstadt, Restaurant, LLC.
18 Q And on the signature page of that document,
19 is that your signature?
20 A Yes.
21 Q Okay. Who were the members of Gluckstadt
22 Restaurant, LLC?
23 A Shelby Brantley and Frazier Development.
24 Q Who was the manager of that LLC?
25 A Let's see. Frazier Development.
102
1 Q Is Frazier Development still a member of

2 Gluckstadt Restaurant, LLC?
3 A No.
4 Q What happened?
5 A The bank foreclosed, and under a prearranged
6 deal, Shelby let me know the night before the
7 foreclosure that he was going to purchase it -- or
8 attempt to purchase it at the sale, which I'm told
9 that he did.
10 Q And what was your understanding of why he
11 was going to purchase that at foreclosure?
12 A He didn't want to lose his equity.
13 Q All right. If you'll look at Exhibit
14 Number 22, tell me what that document is.
15 A Yes. This is an agreement which was
16 intended to be an early escape penalty agreement for a
17 tenant that was in the Gluckstadt building that had to
18 close their restaurant and there was some three and a
19 half, four years left on a five-year lease and Shelby
20 and I were attempting to recapture pennies on the
21 dollar and we talked one night and came up with this
22 agreement and I sent it to the Wades, who were the
23 tenants in the building, or ex-tenants in the building
24 at this time.
25 Q You entered into an agreement with the Wades
103
1 where you let them buy out of their lease. Is that

2 correct?
3 A That's correct.
4 Q And what was the amount of the buyout?
5 A $15,000.
6 Q The Wades didn't pay the $15,000, did they?
7 A No, they didn't.
8 Q And did you as manager of Gluckstadt
9 Restaurant, LLC, pursue collection efforts against the
10 Wades?
11 A Through Shelby's brother-in-law, and I can't
12 recall his name, who's an attorney, Shelby picked the
13 ball up and pursued it, and I don't know how far he
14 got.
16 A I don't.
17 Q You didn't take any actions as the manager
18 to pursue the debt. Right?
19 A I did. I talked to an attorney that I
20 recalled, and I can't remember her name right now,
21 that represented the Wades in the lease that we did,
22 and I called her to see what could be done and I
23 recall her telling me that she didn't have any contact
24 with them anymore.
25 I called Allison Wade and we came up with
104
1 this agreement, but knowing that most collection

2 attorneys take things on contingency and whatnot,
3 Shelby and I thought it was the best course for him to
4 use his brother-in-law to pursue collections, so he
5 picked the ball up and ran with it from there.
6 Q What was Shelby Brantley's investment in
7 Gluckstadt Restaurant, LLC?
8 A $150,000.
9 Q Did you have a secretary or an assistant
10 named Kristy at any time?
11 A I did.
12 Q What was her last name?
13 A She was -- I can't recall her last name.
14 She worked for the construction company and, again,
15 multitasked with various needs.
16 Q Do you remember where she was from?
17 A The Pearl area.
18 Q You cannot remember her last name?
19 A I can't right now.
20 Q How long was she with Frazier Construction?
21 A The best I recall, about two years.
22 Q And do you recall her title there?
23 A Secretary.
24 Q Did she work with your brother, Austin?
25 A Yes.
105
1 Q And do you remember what years she was

2 employed there?
3 A I don't recall exactly.
4 Q And what about Norma Queeneville? How long
5 was she employed by Frazier Construction?
6 A About four or five years.
7 Q Okay. And was her position secretary?
8 A Yes.
9 Q And then Sammie Sartain, you said she worked
10 for Frazier Development?
11 A No, I did not say that.
12 Q Who did she work for?
13 A Frazier Construction, and she also assisted
14 with Frazier Development.
15 Q Okay. And what was her position?
16 A Office manager.
17 Q Were there any other employees of Frazier
18 Development other than yourself?
19 A My father.
20 Q No secretaries, assistants or other staff
21 members?
22 A That was all.
23 Q When Mr. Crow was asking you questions, I
24 was not clear on what your response was. Did any of
25 the money from the sale of the condos to Langston,
106
1 Albritton, Grenfell or Bryan go into the Van Buren

2 account, bank account?
3 A Are you saying did it?
4 Q Yes.
5 A Yes.
6 Q Did any of that money go into any other
7 account that would have been owned by anyone other
8 than Van Buren?
9 A It's very possible that some of the money
10 would have gone to the construction company regarding
11 these -- you know, construction of the project as well
12 as the options that these unit owners chose while it
13 was under development.
14 Q And what accounts with Frazier Construction
15 could those monies have been deposited in?
16 A I recall the main account was Trustmark, but
17 I did not have a whole lot to do with the construction
18 company. We had several accounts, but Trustmark was
19 always the main account.
20 Q What branch of Trustmark?
21 A We didn't use any specific branch.
22 Q So the money, as I understand it, would not
23 always go to the Van Buren, LLC, account but would
24 sometimes go directly to Frazier Construction's
25 account?
107
1 A It would go to the Van Buren, but from

2 there, you know, I'm unsure. There were several
3 people that represented the various sales, whether it
4 be Watkins & Eager or myself, and there were numerous
5 transactions and I just don't remember the specifics
6 of each one.
7 Q Did you ever tell any of the other members
8 of Van Buren, LLC, that money was going directly to
9 Frazier Construction from the sale of those -- for the
10 sale of any condo?
11 A No.
12 Q You talked about today your interest in
13 Colony Crossing with Ergon Properties.
14 A Correct.
15 Q Who owns that interest? Is that you
16 personally or is that Frazier Development, LLC?
17 A Frazier Development.
18 Q And do you still own today a 50 percent
19 interest in that LLC?
20 A Yes.
21 Q Your interest has not been reduced?
22 A No.
23 Q Have you made your cash calls in connection
24 with that LLC?
25 A There have been no cash calls for two years.
108
1 There are times that I was unable to make cash calls

2 and there was language in the Ergon-Frazier operating
3 agreement that called for the other partner and/or
4 partners -- in this case, partner -- to make the cash
5 call, which was what Ergon-Frazier is traveling under.
6 Q And did they do that on your behalf?
7 A They did.
8 Q And did that reduce -- under the agreements
9 that you have in connection with that LLC, did that
10 reduce your membership interest?
11 A It did not.
12 Q So do you owe -- or does Frazier
13 Development, LLC, owe Ergon Properties for the
14 payments they covered for you?
15 A Ergon-Frazier owes an entity of Ergon right
16 at $600,000 and I would be responsible for half of
17 that.
18 Q And who is responsible for the other half?
19 A Ergon Properties.
20 Q You told Mr. Crow that there was a second
21 mortgage on an out-parcel at Colony Crossing given to
22 BancorpSouth. Is that right?
24 Q What was that given for?
25 A Additional collateral on the Van Buren loan.
109
1 Q And why was that given as additional

2 collateral on the Van Buren loan?
3 A It was requested by BancorpSouth in a
4 meeting that I had with Ron Winford and James
5 Stringer. It looked very well that Colony Crossing
6 was going to be sold. At this point, I recall it
7 being under a letter of intent, which eventually went
8 to a contract. And they knew I was trying, "they"
9 being Ron Winford and -- you know, the bank knew I was
10 trying to pay that loan down, off.
11 Q Do you remember when that was given, what
12 date?
14 Q Do you know the year?
16 Q There was a trailer in recent months parked
17 out in front of -- on Interstate 55 on Frontage Road
18 that had your phone number on it. Is that your
19 trailer?
20 A It was -- it had a friend of mine's phone
21 number on it. Yes, that was an old hunting trailer
22 that had been sitting up at our camp in Belzoni for
23 five years.
24 Q And who owned that trailer?
25 A It was owned by my brother, father and I.
110
1 Q As individuals?
2 A There was really -- it was a homemade
3 trailer. It was never titled.
4 Q Okay. And you said it was "homemade." Did
5 y'all pay for the trailer or did you make it
6 yourselves?
7 A We hired out welders and they made it for
8 us.
9 Q Where is that trailer now?
10 A It's at my stepfather's office.
11 Q Is it still for sale?
12 A No.
13 Q Where is your stepfather's office?
14 A I-55 in Jackson.
15 Q Do you know the address?
16 A 4705 I-55 Frontage Road.
17 Q What is the business located in that office?
18 A Josten's Class Rings and National Awards.
19 Q And do you, your father and brother own that
20 trailer equally?
21 A Yes.
22 Q There is no LLC agreement or operating
23 agreement for Six Shooter Lodge. Is that correct?
24 A There is one that four of the six members
25 signed.
111
1 Q There is not one that's been signed by all

2 members. Correct?
3 A Correct.
4 Q And then I believe you told Mr. Crow you
5 have not made any capital calls or capital payments on
6 Six Shooter Lodge in the last two years?
7 A That's correct.
8 Q You've received capital calls from the LLC,
9 though. Correct?
10 A Correct.
11 Q I'm almost done. Let me find one -- if
12 you'll look at Exhibit 12, which is the closing
13 statement for the sale of the Jackson Metro
14 Properties, LLC, it's a little further down the page
15 than mid-way, but it shows a payment for legal fees to
16 Watkins & Eager, PLLC, in the amount of $67,816. Is
17 that correct?
18 A Correct.
19 Q What was the basis of that payment to
20 Watkins & Eager?
21 A Just legal fees. I'm not sure.
22 Q Were those legal fees only dealing with the
23 sale of property owned by Jackson Metro Properties,
24 LLC?
25 A I don't know.
112
1 Q So as we sit here today, you can't tell me

2 that some of that money paid to Watkins & Eager was
3 for other matters other than Jackson Metro Properties.
4 Is that correct?
5 A Correct.
6 MR. BURWELL: Okay. That's all I have.
7 MR. HENDERSON: I've got about maybe 15 or
8 20 minutes worth of questions. Can y'all wait that
9 long? I've got to go out of town at 1:00. Is anybody
10 opposed to that? Thank you.
11 EXAMINATION
12 BY MR. HENDERSON:
13 Q Mr. Frazier, my name is Derek Henderson.
14 I'm the bankruptcy trustee appointed in your
15 bankruptcy case and I've got a couple of follow-up
16 questions really on what Mr. Burwell was saying. I
17 want to try to understand this.
18 He showed you Exhibit 6, which was dated
19 October 12th, 2006, which I have here, but it was
20 Frazier Development -- it was between Frazier
21 development, LLC, and Club Woodlands, LLC, and it
22 transferred this Flowood Developers, LLC. Do you
23 recall that?
24 A I do.
25 Q Okay. What actually does Flowood Developers
113
1 have? What was the property that it owned?

2 A In Flowood, there was a warehouse
3 development titled Cataphote that --
4 Q Spell that, please, for the court reporter.
5 A C-A-T-A-P-H-O-T-E. Cataphote got purchased
6 by a Texas-based company and shut their operation
7 down. It was some 18 acres of property, had about 11
8 or 12 buildings on it. And the plan, which I
9 initially implemented, was to get rid of the equipment
10 and turn it into just bulk warehouse space.
11 So we purchased the property from the
12 company from Texas that had bought Cataphote and
13 started demolishing. At odd hours when some of our
14 construction crew didn't have work to go do, they
15 would go tear down some of this equipment and throw it
16 away and we were getting it ready for warehouse space.
17 Q Okay. And you set up this Flowood
18 Developers, LLC, with Club Woodlands? Those were the
19 two owners: Frazier Development, LLC, and Club
20 Woodlands, LLC?
21 A No. I set it up with Steve Davidson
22 initially.
23 Q Okay.
24 A Steve was already a member of Club
25 Woodlands.
114
1 Q All right. But let's go back. Flowood

2 Developers, LLC: Who were the members?
3 A Frazier Development and Steve Davidson.
4 Q Him individually and then Frazier
5 Development?
6 A Correct.
7 Q Okay. And why did you give this assignment
8 to Club Woodlands, then, if they weren't a member of
9 the LLC?
10 A They had the investment, Club Woodlands, in
11 Jackson Metro. Club Woodlands' members are Shelby
12 Brantley and Steve Davidson and they approached me
13 about forgiving the debt if I assigned to them my
14 50 percent interest in Flowood Development and
15 something else at the time, which we eventually came
16 up with the Six Shooter land.
17 Q Okay. But just concentrating on Flowood
18 Developers right now, Frazier Development owed Club
19 Woodlands money from the Jackson Metro agreement?
21 Q And so in trying to pay that debt, it gave
22 up its interest in Flowood Developers --
23 A Correct.
24 Q -- to Club Woodlands?
25 A Correct.
115
1 Q Okay. How much credit did you get against

2 the debt by doing Club Woodlands, the Flowood
3 Developers, LLC?
4 A In my eyes, $250,000 is what I was driving
5 for, which the financial -- the financial statement
6 that Steve Davidson had at the time will reflect that.
7 Now, what he's carrying it for today, I don't know.
8 Q Well, this Exhibit 6 says, "For
9 consideration of $10 and other good and valuable
10 consideration." Are you telling me y'all didn't have
11 a firm agreement on what the number was going to be
12 for what you gave?
13 A We did not have a firm written agreement,
14 yes, that's what I'm saying.
15 Q So you transferred the property. I say
16 "you." I mean Frazier Development, LLC, transferred
17 the property to Club Woodlands and there was no
18 agreement as to what the sale price was going to be?
19 A There was no written agreement.
20 Q Okay. And do you still not -- was there
21 ever any paperwork after that showing a credit of any
22 kind?
23 A At the bottom of that agreement that I
24 signed back in October of 2006, the same day I signed
25 the assignment on the Six Shooter land, I met Steve
116
1 Davidson's secretary/nurse in Ridgeland on the side of

2 West Jackson Street. I attempted with Steve Davidson
3 on the cell phone -- I had written a value of $250,000
4 for the value for Flowood.
5 Q Okay.
6 A We were still -- at the time, I was still
7 trying to sell Colony Crossing and sell them all and
8 pay them off, and it was always unknown to me what the
9 value was that I owed Club Woodlands. One of the
10 documents we looked at today, I obviously signed a
11 value reflecting $390,000.
12 Q That's Exhibit 16. Let me talk about that.
13 That's dated April of '06, which was a number of
14 months before you signed this assignment. So was this
15 an agreement that -- this $390,000 to Club Woodlands,
16 this is strictly from Jackson Metro Properties' debt?
17 A Yes.
18 Q Okay. All right. So you start out at
19 $390,000. If you don't dispute this Exhibit 16, Club
20 Woodlands is owed $390,000. Is that correct?
21 A Right. And you say -- let me clarify. I
22 don't know what all debt they were -- you know, it
23 could have been from another investment. I mean,
24 Shelby could have been thinking about Gluckstadt at
25 that time, so I can't say that it was all from Jackson
117
1 Metro debt.
2 Q Okay. Well, if you look at Paragraphs 2 and
3 3, I think it says that it's related to those.
4 A It does. It does.
5 Q All right. But you don't dispute that you
6 signed this back in April of '06?
7 A I don't.
8 Q All right. So at a point in time, who
9 actually owes Club Woodlands? Do you personally owe
10 this debt or does Frazier Development owe the debt or
11 is it Frazier Construction that owes the debt or a
12 combination?
13 MR. BURWELL: Object to form.
14 A I would say it's a combination.
16 Q Okay. And why do you say that?
17 A I was a member of Frazier Development. I
18 was the manager. I would say it would be more myself
19 and Frazier Development than Frazier Construction.
20 Q Did you personally owe Club Woodlands, LLC,
21 any money?
22 A No.
23 Q Okay. If you owe them 390- and then you
24 give them -- Club Woodlands, this Frazier Development
25 gives them an LLC, this agreement, but you don't know
118
1 how much credit you got, but you in your mind were
2 thinking 250- for the Flowood Developers?
3 A That's discussions that I had with Davidson.
4 Q Okay. So if you owed 390- and you got a
5 $250,000 credit after you gave them Flowood
6 Developers, did you just owe them the balance at that
7 point?
8 MR. BURWELL: Object to form.
9 A Yes, I owed them the balance. And as I
10 testified earlier, the only property that I had that
11 was unencumbered was the land at Six Shooter.
13 Q Okay. Now, let's talk about that.
14 Exhibits 18 and 19 are two more assignments. Correct?
15 A Correct.
16 Q Do you remember these ones dated September
17 of '06, No. 18, and then No. 19 is dated October of
18 '06?
19 A I remember those from the meeting today. I
20 did not remember those prior to coming here today.
21 Q Okay. Let's talk about No. 18. I'll give
22 that back to you. It's dated first. This is dated
23 September of '06. Now, it's styled "Assignment." Is
24 that correct?
25 A It is.
119
1 Q Okay. But actually when you look at the

2 second paragraph, the "whereas" paragraph, the second
3 "whereas," what does that say? Read that into the
4 record.
5 A "Right of repurchase not withstanding
6 sections" --
7 Q No. Right here (indicating). Whereas on
8 the first page.
9 A Oh. Oh, okay. "Whereas, Frazier desires to
10 sell, transfer, assign and convey his entire
11 14.2 percent limited liability company interest in Six
12 Shooter to Brantley for the consideration herein
13 stated."
14 Q Okay. And when we refer to "Six Shooter,"
15 we're talking about the land Six Shooter in that
16 reference, is that correct, not the lodge?
17 A Correct.
18 Q All right. What does the next paragraph say
19 right after that?
20 A "Whereas Brantley desires to purchase
21 Frazier's entire 14.2 percent limited liability
22 company interest in Six Shooter for the consideration
23 herein stated."
24 Q All right. Then go down two paragraphs
25 where is it says, "Now, therefore, in consideration."
120
1 A "Now, therefore, in consideration of the sum

2 of $10 cash in hand paid by Brantley to Frazier, the
3 covenants contained herein, and other good and
4 valuable considerations, the receipt and sufficiency
5 of which are hereby acknowledged, the parties agree as
6 follows."
7 Q What did Shelby Brantley pay you for this
8 interest?
9 A Nothing.
10 Q And it's a purchase, isn't it? Isn't that
11 what this says?
12 A Yes.
13 Q Are you telling me he didn't give you any
14 money?
15 A He did not.
16 Q Did you get a credit from him against some
17 debt?
18 A Not in writing.
19 Q So you don't know how much credit you got?
20 A Correct.
21 Q Did you personally owe him money at this
22 time?
23 A No.
24 Q Back to Exhibit 16, this says the debt was
25 owed to Club Woodlands. Is that correct?
121
1 A Correct.
2 Q And did you -- tell me why you gave this
3 assignment to Shelby Brantley. If you didn't owe him
4 any money and you didn't get any credit from him, why
5 would you sign this and give it to him?
6 A Because I was trying to repay them the debt
7 that was owed by Jackson Metro/Frazier Development.
8 And they approached me, being Davidson and Brantley,
9 at different times when they saw that the Colony
10 Crossing first sale had not gone through. It was my
11 intent to collateralize what was owed by Frazier
12 Development/Jackson Metro to Club Woodlands.
13 Q Okay. At the bottom of that first page,
14 Mr. Burwell pointed this paragraph out, Paragraph
15 No. 2, talking about the right of repurchase.
16 A Correct.
17 Q Okay. So it was clearly a purchase of
18 Mr. Brantley?
19 A Correct.
20 Q But you're telling me you still don't know
21 what the price was?
22 A That's --
23 Q I mean, isn't that what you're saying?
24 A That's what I'm saying, correct.
25 Q Okay. It also says at the top of that same
122
1 paragraph, it refers to Sections 9.19(a) and (c) of

2 the operating agreement of Lodge, but I think you
3 testified earlier there is no operating agreement.
4 A That my brother -- that Austin and I signed,
5 there is no operating agreement.
6 Q Okay. So this paragraph here, this
7 provision that's talking about the operating agreement
8 of the lodge, do you know what agreement that's
9 talking about?
10 A Yes. It's one that they ran out and put
11 together back in the summer of 2006 in June or July
12 and had another member of Six Shooter run by our
13 office begging us to sign it, which we did not do. So
14 I presume it's talking about that document that they
15 put together in 2006.
16 Q Okay. But that's your initials at the
17 bottom here, isn't it?
18 A It is.
19 Q Okay. And you signed this agreement?
20 A I did.
21 Q All right. Look at the next exhibit, which
22 is 19. Right here (indicating).
23 A Oh.
24 Q That's also an assignment, and that's dated
25 October the 12th, 2006. Is that correct?
123
1 A Correct.
2 Q And that's between you individually and Club
3 Woodlands, LLC?
4 A Correct.
5 Q Okay. So this assignment is roughly a month
6 after the one you've already given Shelby Brantley
7 individually. Is that correct?
8 A Correct.
9 Q Okay. And you, again, personally are
10 assigning what in this agreement? What are you
11 transferring?
12 A My interest in Six Shooter Land & Timber.
13 Q Okay. And hadn't you just assigned that
14 same interest to Shelby Brantley on September 1st, the
15 agreement we just looked at?
17 Q Okay. So you did it on September 1st, '06,
18 and then you turned around and did it again in
19 October of '06, but this time it didn't go to Shelby
20 individually, did it?
21 A Correct.
22 Q It went to Club Woodlands, LLC?
23 A Correct.
24 Q Okay. Was this considered to be a sale or
25 an assignment?
124
1 A In my opinion, an assignment.
2 Q Okay. And did you -- what did you receive
3 personally for signing this agreement?
4 A The Six Shooter land agreement, it was my
5 intention for it to collateralize and make up the
6 balance of the debt over and above the $250,000 that I
7 pegged for the Flowood assignment. And there were
8 several discussions that I had at different times with
9 Brantley and Davidson of when Colony Crossing sold, I
10 would pay them some $150,000, a hundred to a hundred
11 and fifty, and I would get the Six Shooter land back,
12 but that never happened. I never got the cash and I
13 was never able to make a sale from 2005 on that I got
14 any sizable amount of cash, you know, $10,000.
15 Q Well, there's no repurchase agreement in
16 this second assignment, is there?
17 A There is not.
18 Q Okay. The first agreement, you sold it to
19 Shelby, and the second agreement you gave Club
20 Woodlands an assignment?
21 A Correct.
22 Q Is that fair?
23 A That's fair.
24 MR. BURWELL: Object to the form.
125
1 Q All right. But can you tell me what the

2 consideration was for the second agreement to Club
3 Woodlands? No money?
4 A No money.
5 Q Do you know what the debt was at the time?
6 A I always viewed the debt as somewhere
7 between 350- or $400,000; 300,000 in principal, but I
8 knew they were going to add interest to it and I knew
9 they were going to add some legal fees. So in my
10 eyes, I always viewed it some 350- to $400,000.
11 Q Okay. And this debt is all the debt coming
12 from the Jackson Metro project?
13 A I assume.
14 Q Okay. Let's talk about the land itself.
15 How many acres is there now?
16 A Roughly 2,500 acres. I say -- now they
17 could have bought some more, but at the time it was
18 2,500 acres roughly.
19 Q Okay. Is there any debt on that property?
20 A Not that I'm aware of.
21 Q On the whole 2,500 acres, there's no debt?
22 A There was no debt on the whole 2,500 acres
23 at the time that I signed these assignments.
24 Q And has it been put into a wetland program?
25 A It has.
126
1 Q All 2,500 acres?

2 A Again, I'm answering at the time that I got
3 out of the camp, there was about 2,000 of the 2,500
4 acres that were in the wetland program. The rest we
5 leased to a local farmer.
6 Q Had all the wetlands proceeds been received?
7 A Yes.
8 Q What happened to that money?
9 A We paid the debt off at BancorpSouth.
10 Q Okay. So that's how that --
11 A For the land.
12 Q -- mortgage was paid. I gotcha.
13 Okay. Have you still got Exhibit 12?
14 A Yes.
15 Q Okay. Who is the seller? Who is the actual
16 entity that's the seller on that closing statement?
17 A Jackson Metro Properties.
18 Q Is that an LLC?
19 A It is.
20 Q Okay. And the two owners of there were
21 Frazier Development and Club Woodlands. Is that
22 right?
23 A There were several owners of Jackson Metro
24 Properties. I would need to look at the operating
25 agreement to see if Club Woodlands was the owner. I
127
1 know Frazier Development was an owner, but I would

2 need to refer back to the operating agreement to see
3 if Club Woodlands was the owner.
4 Q I know I'm jumping around, but I'm just
5 going back through my notes here. The two agreements
6 that were I think 18 and 19, I believe, are the --
7 A Yes.
8 Q -- September '06, the sale to Shelby
9 Brantley, and then the October '06, the assignment to
10 Club Woodlands. Did you avoid the agreement, the
11 first agreement?
12 You'd just sold this interest to Shelby in
13 September and then you turned right around and
14 assigned, it looks like to me, the very same interest
15 to Club Woodlands in October.
16 A In my eyes, Shelby and Steve got together
17 and they didn't like the first agreement, and I
18 honestly until today's meeting had forgotten about
19 this first agreement.
20 Q All right. But the one in October is
21 signed?
22 A The October agreement is the assignment that
23 I've always, you know, viewed as the assignment, and
24 Shelby and Steve wanted me to sign another one, maybe
25 to clarify matters, and so I did it.
128
1 Q But Shelby Brantley signed the second

2 agreement? Look on the third page.
3 A He did.
4 Q Okay. And on the first agreement, which is
5 the September agreement, he signed it also, did he
6 not? Third page.
7 A He did.
8 Q Or fourth page. But all the other members
9 of Six Shooter Land & Timber signed it. Is that
10 correct?
11 A No. There was one that didn't.
12 Q You're right. John Davidson.
13 Okay. But the other members did and the
14 lodge members did. Is that right?
15 A Correct.
16 Q Okay. Let's look at one other agreement.
17 You had one here that's Exhibit 17 that Todd pulled
18 out that was dated May of '06, and it's also an
19 assignment of the Shooter Land & Timer, and this one
20 is to Club Woodlands also. Do you recall that one?
21 A Yes.
22 Q Okay. So now we have three agreements, the
23 May agreement, the September agreement and an October
24 agreement, do we not?
25 A That's right.
129
1 Q So can you explain to me why there are three

2 agreements assigning the same interest three times and
3 two of them, the first one and the third one, you're
4 assigning it to the same entity?
5 A I can't explain why there were three. Maybe
6 this first one was something that we were trying to do
7 ourselves off a document that we had and it was my
8 intent for them to hold the property as collateral,
9 but I vividly remember the third because I remember
10 Davidson and Brantley telling me that Todd Burwell was
11 drawing up the assignment and they wanted me to sign
12 it, which I did in October of 2006.
13 Q Okay. And you signed the one in October
14 knowing the other two had already been signed?
15 A Honestly, I didn't think about it at the
16 time, and I had forgotten about those when I came here
17 today, but I view the October agreement as the final
18 agreement.
19 Q That was my next question.
20 A And, obviously, Shelby and Steve got
21 together and went through Todd and he prepared -- I'm
22 told he prepared the October agreement and I signed
23 it.
24 Q Okay. I need a commitment from you and your
25 attorney as to what day you are going to amend your
130
1 schedules and get them looked at, corrected and

2 refiled, whatever you're going to add. I suggest
3 maybe 30 days from now. Will that be acceptable?
4 A That's fine with me.
5 MR. HENDERSON: That's all the questions
6 I've got.
7 MR. BURWELL: I'm going to have some
8 follow-up questions to yours.
9 MR. HENDERSON: Go ahead. I mean, whatever
10 y'all want to do.
11 MR. BURWELL: It's just limited to Derek's.
12 FURTHER EXAMINATION
13 BY MR. BURWELL:
14 Q You don't have any documents showing what
15 money was put into Flowood Developers by Frazier
16 Development. Correct?
17 A Not in my possession, no.
18 Q Okay. The $250,000, which is what you said
19 you thought was the value of Frazier Development,
20 LLC's interest in Flowood Developers, what's the basis
21 of that?
22 A It was a conservative approach that Steve
23 Davidson and I discussed, being that the appraised
24 value of the property we were both carrying on our
25 financial statements was about 1.5 million for the
131
1 property was the total Flowood Development Property.

2 Frazier Development owned 50 percent; Steve Davidson
3 owned 50 percent. The debt at inception, as we viewed
4 on a closing statement today, was $775,000.
5 At the time that I made the transfer, I
6 believe the debt was around $740,000. So what I did
7 in my mind, and I discussed this with Steve, I looked
8 at the equity and I came up with a rough figure of
9 $350,000 apiece. Then to take a conservative approach
10 since the property was only 10 percent, 15 percent
11 leased at the time, I knocked $100,000 off apiece and
12 I came up with $250,000.
13 Q Who did the appraisal?
15 Q Did you give any credit for the rents that
16 you had personally received from the tenants of
17 Flowood Developers?
18 A No, we never reconciled and I never -- the
19 monies while the property operated at a deficit that
20 Frazier Development -- you know, we never reconciled
21 all of that.
22 Q And, of course, you have no documents to
23 show what monies were put in by Frazier Development.
24 Correct?
25 A Not in my personal possession.
132
1 Q Frazier Development is not in bankruptcy, is

2 it?
3 A No.
4 Q You were the manager of Jackson Metro
5 Properties?
6 A Yes.
7 Q You personally. Right?
8 A Yes.
9 Q And you've not been -- well, let me back up.
10 You didn't distribute the $1.4 million that you got at
11 closing to any of the members of Jackson Metro
12 Properties at the time it was sold, did you?
13 A Correct.
14 Q You as the manager didn't do that. Correct?
15 A Correct.
16 Q You as the manager did not tell any of these
17 people that you had sold the property at that time and
18 that you had not made disbursements to them of the
19 proceeds from that sale. Correct?
20 A That's not correct.
21 Q You told them at the time it was sold that
22 it had been sold and that you were taking their money
23 and putting it somewhere else?
24 A I told them within that week that it was
25 sold. I didn't elaborate on where the money went. I
133
1 told them of the contingencies and the strings

2 attached to the sale. I explained the leasing
3 involved on the balance of the space.
4 Q You told them of the sale within a week of
5 October the 5th of 2005?
6 A Yes.
7 Q Despite your e-mail from December that says
8 it has not sold yet?
9 A The e-mail, I believe, said the sale had not
10 been completed or something like that.
11 Q Now, you haven't been sued by Steve
12 Davidson, Shelby Brantley or Club Woodlands for fraud,
13 conversion or breach of fiduciary duties, have you?
14 A No.
15 Q You will admit, won't you, that as the
16 manager of an LLC, you've got a fiduciary duty to your
17 members. Correct?
18 MR. HENDERSON: Object to form.
19 MR. CURTIS: Could you rephrase that?
20 BY MR. BURWELL:
21 Q You would agree with me that as manager of
22 an LLC that you owe a fiduciary duty to the members of
23 that LLC?
24 MR. HENDERSON: Object to form.
25 MR. CURTIS: He objected. You can answer.
134
1 A Yes.
2 BY MR. BURWELL:
3 Q The 2,500 acres that Mr. Henderson asked you
4 about, you don't personally own any part of that 2,500
5 acres, do you?
6 A That's correct.
7 Q Do you know if John Davidson has signed any
8 consent or ratification to the assignment of your LLC
9 interest in Six Shooter Land & Timber?
10 A I don't know that.
11 MR. BURWELL: That's all I have.
12 MR. ELLIS: Let's go off record for a
13 minute.
14 (Off record)
15 EXAMINATION
16 BY MR. ELLIS:
17 Q Mr. Frazier, my name is Paul Ellis. I
18 represent Travelers. In my motion for the Rule 2004
19 Examination, we requested some documents. Have you
20 brought -- which was granted by the Court. Have you
21 brought those documents to the examination today?
22 A No. I just saw it last night when I met
23 with my attorney.
24 Q Okay.
25 A And I'll be glad to get to you I'd say
135
1 within 30 days --
2 Q Okay.
3 A -- what I have.
4 MR. CURTIS: We don't have most of what was
5 on the list. We don't have most of what was on the
6 list.
7 MR. ELLIS: Okay.
8 MR. CURTIS: There were a good many
9 documents there. Most of that is not available to us.
10 BY MR. ELLIS:
11 Q All right. When did you enter into the
12 charging order with the Hines with respect to I think
13 it was the Tupelo Development, LLC?
14 A I'd have to look. I don't recall. I don't
15 recall the exact date.
16 Q What year?
17 A 2006.
18 Q Do you recall about which month?
19 A I don't.
20 MR. CURTIS: May I interrupt for just a
21 moment to interject something? We did bring you some
22 of the documents, very limited, but we do have a few
23 things for you.
24 MR. ELLIS: Okay. I would appreciate
25 whatever documents you have.
136
1 MR. CURTIS: Okay.

2 BY MR. ELLIS:
3 Q Mr. Frazier, you were -- you are or you were
4 an employee of Frazier Construction?
5 A I was.
6 Q Okay. Did you have an ownership interest in
7 Frazier Construction?
8 A No.
9 Q What were your job responsibilities as an
10 employee of Frazier Construction?
11 A I was project manager of a couple of jobs.
12 Q Which jobs?
13 A There towards '05 and '06, property in
14 Tupelo and I would assist Madison County Chancery
15 Court building, to name a few.
16 Q Were you involved in Mississippi Valley
17 State?
18 A No.
19 Q Okay. What were the bank account records
20 that Frazier Development used over the past few years,
21 the bank accounts?
22 A Trustmark, Bank First. That was all.
23 Q What about the -- what about the bank
24 accounts of any of the LLC interests in which Frazier
25 Development --
137
1 A It was customary for us to open up a bank

2 account with the bank that gave us the construction
3 loan for the properties. So at a point in time, that
4 would have been BancorpSouth, Merchants & Farmers,
5 Bank First, Trustmark and Regions.
6 Q Okay. Have you attempted to sell any
7 property at a store called "From Our House To Yours"
8 over by Shapley's?
9 A My wife has. Excuse me. My ex-wife has.
10 Q Okay. So it hasn't been any of your
11 property that you own?
12 A I would say that it's half mine. I would
13 need to look at our divorce documents. It was stuff
14 that we had in a garage in our house that we were
15 trying to get rid of.
16 Q Would you receive any funds from the sale of
17 this property?
18 A Yes.
19 Q What kind of property?
20 A Just some chairs. There was a big armoire
21 and some stuff sitting in a garage that we were trying
22 to get rid of.
23 Q Was this furniture from the hunting camp?
24 A At a point in time, some of it was. Some of
25 it was in the house and some of it's just been sitting
138
1 in the garage of my former house, which is now my

2 ex-wife's house.
3 Q Did you list any of that furniture on your
4 bankruptcy schedules?
5 A I don't believe I did.
6 MR. CURTIS: I think there was maybe a
7 generic --
8 A We listed $1,500. I honestly, as I did and
9 testified about the guns, I really didn't pay much
10 attention to the, you know, smaller -- the smaller
11 items.
12 BY MR. ELLIS:
13 Q Do you own a fishing boat?
14 A No.
15 Q Do you own any type of boat?
16 A I do.
17 Q What type of boat?
18 A It's what I call a duck hunting boat, a
19 12-foot skiff that is in Belzoni, Mississippi.
20 Q Do you own any other property that's located
21 in Belzoni?
22 A No.
23 Q Do you know who owns the heavy equipment
24 that's located at the Big Brake Hunting Club?
25 A Yes, the construction company.
139
1 MR. ELLIS: That's all I've got.

2 MR. CURTIS: Do you want these?
3 MR. ELLIS: Yes. Thanks.
4 (Off record)
5 (Exhibits 24, 25 and 26 marked)
6 EXAMINATION
7 BY MS. POSEY:
8 Q The first exhibit is just the agreed order
9 allowing us to be here on the behalf of Diane Bailey
10 today, and I'm just going to ask you a few questions
11 about the sale of Madison Market located at 1029
12 Highway 51.
13 A Okay.
14 Q I believe Exhibit No. 25 is the operating
15 agreement of Madison Market.
16 A Right.
17 Q Do you recognize that document?
18 A I do.
19 Q And is that your signature on Page 19?
20 A Yes.
21 Q And you signed on behalf of Frazier
22 Development, LLC. Correct?
23 A Correct.
24 Q When was Madison Market, LLC, formed? Do
25 you recall?
140
1 A 2002.
2 Q Okay. And what was the purpose of the
3 formation of that limited liability company?
4 A To develop a shopping center in Madison.
5 Q Okay. And if you can, look on Page 20 and
6 just tell me the members and their membership
7 interest?
8 A Frazier Development and LEG Properties.
9 Q Okay. And both had a 50 membership
10 interest. Correct?
11 A Correct.
12 Q And you were the manager of Madison Market.
13 Correct?
14 A Yes.
15 Q And you were in charge of the day-to-day
16 operations?
17 A Yes.
18 Q And you were authorized by the operating
19 agreement to purchase, hold and sell property on
20 behalf of Madison Market. Correct?
21 A Yes.
22 Q Okay. The third exhibit, I believe it's 26,
23 is the HUD settlement statement from the sale of
24 Madison Market?
25 A Yes.
141
1 Q Can you tell me when that sale took place?

2 A There's no date on here. I'm thinking late
3 2005.
4 Q Okay. Were you there at the closing?
5 A I recall signing some documents ahead of
6 time. The buyer was from California and I wasn't
7 there at the end of the closing; I remember because he
8 was delayed coming in from California.
9 Q Okay. And who was that buyer?
10 A An Ian Zimmerman.
11 Q Okay. And Madison Market, of course, was
12 the seller?
13 A Correct.
14 Q What was the sales price for that property?
15 A $4,785,000.
16 Q Okay. And what was the amount of proceeds
17 that you received on behalf of Madison Market?
18 A Let's see. Madison Market received a
19 million and some-odd thousand. I can't read.
20 Q Yeah, it's a little blurry. What did you do
21 with the proceeds from that sale?
22 A I believe that it went to the construction
23 company to satisfy some debt related to Madison Market
24 and the build-out.
25 Q Are you positive of that?
142
1 A No, I'm not, because I'm not sure exactly

2 what my father did as well. There was debt at the
3 time that my father had paid personally on behalf of
4 Madison Market, costs associated with the build-out.
5 It was a multi-tenant shopping center, so I'm not sure
6 exactly -- I'm not sure where all the money went.
7 Q Okay. Who would have the records of where
8 that money went?
9 A I would say Sammie Sartain, our office
10 manager, and I'm not sure when St. Paul Traveler's
11 came in and took over the offices of Frazier
12 Construction where Frazier Development was. I'm not
13 sure where all the documents went. They quit paying
14 the rent at a point in time and moved to their office
15 on Lakeland Drive, and I'm not sure -- there were
16 documents that were in there, and I'm not sure where
17 they went from there.
18 Q Okay. Did you as the manager of Madison
19 Market take those sale proceeds and put them in an
20 account in the name of Madison Market?
22 Q Do you recall if you put them in any other
23 bank account?
25 Q Where were the accounts located of Madison
143
1 Market, LLC? What banks?

2 A At the time of the sale, I'm unsure, but our
3 construction loan -- I'm not sure where the account
4 was at the time of this sale.
5 Q Can you say whether or not -- whether the
6 sales proceeds were distributed among the members of
7 Madison Market, LLC?
8 A They were not.
9 Q Okay.
10 A I just have a couple more.
11 Were you as manager responsible for making
12 distributions to the members of Madison Market, LLC?
13 A Yes.
14 Q And you're saying that those sales proceeds
15 were not distributed to the members?
16 A No.
17 Q Okay. Did you have the permission of the
18 members of Madison Market, LLC, to sell that property
19 located on Highway 51?
20 A We sold it, and my father had talked to his
21 wife, so I'm assuming yes.
22 Q Did y'all take a vote?
24 Q Do you know who would have a record of that
25 vote, if a vote was taken?
144
1 A I don't.
2 Q Okay. Did you give notice of the sale to
3 the members?
4 A No.
5 MS. POSEY: Okay. I think that's all the
6 questions I have.
7 EXAMINATION
8 BY MR. MARTIN:
9 Q Mr. Frazier, I'm here on behalf of the Hines
10 family and also Kay Atwood Van Skiver. Looking at
11 Exhibit 26, which appears to be the closing statement
12 for the sale of the Madison Market Shopping Center, it
13 reflects a payment to Watkins & Eager for either
14 25,000 and change or 35,000 and change; I can't
15 discern the exact amount. Do you know what those
16 funds were paid to Watkins & Eager for?
17 A Not exactly.
18 Q Do you know whether or not that represents
19 the legal fee for handling this one transaction?
20 A I assume so.
21 Q Or was it other work that you or any of your
22 companies may have engaged Watkins & Eager on?
23 A It could have been, but I'm not sure.
24 Q Okay. And you were asked about the bank
25 that had the mortgage on this property. Line 610
145
1 makes a reference to a payment to Mid-First Bank. Was

2 Mid-First the mortgagee on this property?
3 A Yes.
4 Q Okay. At the 341(a) meeting, you testified
5 that in 2008 you did not have any income?
6 A None other than family.
7 Q And you indicated on your statement of
8 affairs that you received $10,000 in contributions
9 from family members.
10 A Correct.
11 Q Is that the sum and total of your income for
12 the year 2008?
13 A Yes.
14 Q Your testimony at the 341(a) meeting also
15 indicated that you have some type of brokerage
16 connection with a company called AmeriGo or AmeriCo?
17 A I do.
18 Q Did you close any deals for them in 2008?
19 A I did not.
20 Q Have you closed any for them in 2009?
21 A No.
22 Q Do you have any under contract?
23 A I do. I've got -- in the panhandle of
24 Florida, I've got several properties that are
25 submitted to the company that I have under a contract
146
1 myself, which is like a 30-day free look, and I'm

2 hoping that some investors latch onto the properties
3 and close them because that's how I get paid.
4 Q You said a contract you have yourself. Is
5 that -- are you the named buyer individually in that
6 contract or is this a contract you have gotten some
7 third-party to sign?
8 A No, a contract that I would have and/or
9 deals that I have with banks down there. I've gotten
10 to know several bankers that I'm working on purchasing
11 condominiums that these various banks foreclosed on in
12 the panhandle of Florida.
13 Q And where is this company located that
14 you're affiliated with?
15 A They're out of Veracruz, Florida, and it's
16 called AmeriCo. It's American -- let's see. American
17 Real Estate Acquisition Company, and they hook people
18 like myself up with real estate investors all across
19 the country.
20 Q The trailer that Mr. Burwell asked you about
21 earlier that was parked at Josten's Ring Company, did
22 I understand that you and your brother and father at
23 one time had that trailer for sale?
24 A We did.
25 Q What were you asking for it?
147
1 A I was asking $6,000 for it and it never

2 sold. A guy told me he was going to make me an offer
3 and never made me the offer, so it's just sitting back
4 behind my stepfather's building now.
5 Q Okay. And you have given your -- you
6 currently reside at the Destin, Florida, address that
7 you gave earlier?
8 A I am living there three weeks out of a month
9 I would say. I'm still back here a good bit because
10 I'm working on some projects here, too.
11 Q Does your wife reside with you in Florida?
12 A She doesn't.
13 Q Okay. Where does she reside?
14 A In Brandon with her mother.
15 Q Is that 79 Grandview?
16 A Yes.
17 Q Her mother owns that property?
18 A Correct.
19 Q Have you recently purchased or do you have a
20 contract or do you have any plans to acquire a
21 property in Kelly Plantation in Destin?
22 A My wife has looked and has submitted some
23 verbal offers on a house that she would purchase in
24 Kelly, yes.
25 Q And who are you dealing with at Kelly
148
1 Plantation?
2 A My wife has dealt with several brokers, and
3 I don't recall -- I don't recall the companies, but
4 these are houses that are in foreclose and/or short
5 sales.
6 Q And so your testimony is that you personally
7 have no interest in any property at Kelly Plantation
8 at this time?
9 A I do not.
10 Q Nor have any under contract?
11 A I do not.
12 Q Where is your wife employed or does she
13 work?
14 A Presently she's employed for Fox-Everett.
15 Q In Jackson?
16 A Correct.
17 Q Where did you -- did you hunt this past
18 hunting season?
19 A I did.
20 Q Where did you hunt?
21 A In Belzoni, Mississippi.
22 Q At what club?
23 A Both my stepfather's club and Mathena
24 Wetlands.
25 Q Your stepfather's club is named what?
149
1 A Big Brake Hunting Club.

2 Q And you also hunted at Mathena?
3 A I did.
4 Q Did you pay the current year's dues at
5 Mathena?
6 A I didn't and there were no cash calls that
7 were requested.
8 Q And is it your testimony that you only own
9 one boat, which is a 12-foot duck hunting skiff?
10 A Yes.
11 Q In your schedules and statement of affairs,
12 you list a 2008 Yukon. How is that vehicle titled?
13 A It's titled in my wife and I's name and my
14 mother pays the monthly note on it.
15 Q Who is it financed with?
16 A GMAC.
17 Q Who are the current members of Frazier
18 Development, LLC?
19 A My father and I.
20 Q Fifty percent each?
21 A No. Two-thirds myself and one-third my
22 father. Although, in my divorce, my wife has a third,
23 but I don't view her as a member now.
24 Q All right. When did you -- did you ever
25 acquire your brother's interest in Frazier
150
1 Development, LLC?
2 A I did.
3 Q When was that?
4 A I want to say it was 2004.
5 Q And how did you -- what exchange -- what did
6 you pay for it?
7 A It was assigned to me at the request of the
8 bonding company at the time and there was nothing
9 paid.
10 Q Did you assign or convey your interest in
11 the construction company --
12 A I did not.
13 Q -- to Austin?
14 A I never owned any of the construction
15 company. Now, let me take -- the Jackson construction
16 company. We did have a company at the time in Tupelo,
17 and I think I assigned that to him back then.
18 Q You assigned your interest in the Jackson
19 construction company or the Tupelo construction
20 company?
21 A Tupelo. I never owned any of the Jackson
22 construction company.
23 Q What is or was the name of the Tupelo
24 company?
25 A It started as Pryor & Frazier Construction,
151
1 and either in '03 or '04, the gentleman running the

2 company for us in Tupelo, Mike Williams, wanted
3 ownership. So my brother and he got together and
4 started Frazier & Williams.
5 Q All right. Does Frazier & Williams still
6 exist?
7 A It does not.
8 Q What about Frazier Construction, Inc., does
9 it still exist?
10 A There's nothing there. I don't think my
11 father and brother have dissolved the company, but the
12 last three contracts that we had were assumed by
13 Harrell Construction where my father and brother now
14 work.
15 Q And you testified that you personally do not
16 have any records of Frazier Development, LLC, in your
17 possession?
18 A I've got some as it relates to the real
19 estate that's still owned, Colony Crossing.
20 Q What about Jackson Metro Properties or the
21 Flowood properties?
22 A I have the assignments, but that's really
23 all.
24 Q Do you also have bank records?
25 A I don't.
152
1 Q You testified that Sammie Sartain might

2 likely have bank records of Frazier Development?
3 A If she kept those, yes.
4 Q Well, now, she's not --
5 A But I don't know that for sure.
6 Q She's no longer employed by Frazier
7 Construction, is she?
8 A She's not.
9 Q So do you think it's likely that she would
10 have taken Frazier Development, LLC's bank records
11 with her?
12 A She could -- I don't know. I don't know
13 what she -- you know, I left the office. The bonding
14 company cut my salary off and, you know, I left that
15 office back in '07, so I don't know what she took from
16 the office at that point in time.
17 Q Does Frazier Development, LLC, currently
18 have any assets?
19 A Just it's interest in Ergon-Frazier.
20 Q Does Frazier Development, LLC, currently
21 have any type of ongoing business activity?
22 A No.
23 Q So the only remaining asset of Frazier
24 Development would be whatever its interest might be in
25 the Colony Crossing development?
153
1 A Yes.
2 Q On your statement of intention, you have
3 indicated that you assigned the proceeds of the sale
4 of Duck & Rice Farms, LLC, to Billy Atwood. Do you
5 recall that?
6 A I do recall that.
7 Q Okay. Have you executed a document that
8 assigns your interest in Duck & Rice Farms, LLC?
9 A I remember executing a document, among some
10 other things, in an effort to pay Billy Atwood back,
11 and I can't recall what all -- without looking at the
12 document what all was up there, but Duck & Rice Farms
13 sold, I don't know, about two or three years ago.
14 Q Did Mr. Atwood receive any of the proceeds
15 from the sale of Duck & Rice Farms?
16 A No.
17 Q Who are or were the members of the Duck &
18 Rice Farms, LLC?
19 A Frazier Development or Claiborne Frazier
20 owned 50 percent; I can't remember which one. The
21 other partner is a guy named Steve Grisham who is a
22 local farmer in Belzoni.
23 Q Okay. Do you remember executing a
24 promissory note to Kay Atwood Van Skiver --
25 A I do.
154
1 Q -- of $75,000?
2 A I do.
3 Q Is that a copy of the note?
4 A Yes.
5 MR. MARTIN: Let's have this marked.
7 BY MR. MARTIN:
8 Q Did Mrs. Van Skiver loan you $75,000?
9 A She did.
10 Q That was September 15 of '06?
11 A Correct.
12 Q So you would have received her check or her
13 cash sometime around September 15th of '06?
14 A Correct.
15 Q How did you -- what did you represent to her
16 as to how you would repay that note?
17 A This document.
18 Q Okay. Among other things, it says that it
19 would be paid out of the proceeds of the sale of Duck
20 & Rice Farms, LLC.
22 Q Okay. And you indicated that Duck & Rice
23 Farms, LLC, did sell its land?
24 A It did.
25 Q How much acreage did Duck & Rice Farms own
155
1 at that time?
2 A About 850 acres.
3 Q Okay. Do you remember who you sold it to?
4 A I don't specifically.
5 Q Okay. Would you agree with me that the sale
6 of that property occurred in October of '06?
7 A That sounds right, yes.
8 Q Okay. Let me hand you another document.
9 Does that appear to be a distribution check out of
10 that sale made payable to you as manager of Frazier
11 Development?
12 A Yes, it does.
13 Q Okay.
14 MR. MARTIN: Let's have that marked.
16 BY MR. MARTIN:
17 Q Would you agree that out of the sale of Duck
18 & Rice Farms, you or Frazier Development received
19 $209,217.25?
20 A Yes.
21 Q And do you also agree on the back of --
22 well, the document that you have in front of you,
23 Exhibit 28, is a photocopy of the front and back of
24 that check?
156
1 Q Would you agree that it looks like you

2 endorsed that check and deposited it into an account
3 in the name of C.E. Frazier Construction?
4 A That's correct.
5 Q Why did you put these funds in the
6 construction company account?
7 A We were trying to keep the construction
8 company afloat.
9 Q I see. Is it your testimony that no part of
10 that $209,000 went to Mrs. Atwood Van Skiver?
11 A Correct.
12 Q Okay. You earlier testified that the MKF,
13 LLC, no longer exists, that its asset was sold?
14 A Correct.
15 Q And what asset did it have?
16 A It was an out-parcel building in Madison at
17 the Colony Crossing development right next to what I
18 own with Ergon.
19 Q Which building?
20 A It had a restaurant called Atlantica Grill
21 and a liquor store in it called Colony Wine Market.
22 Q Okay. Did you or Frazier Development or any
23 other Frazier-affiliated companies receive any of the
24 net proceeds?
25 A No.
157
1 Q What happened to the proceeds?

2 A Let's see. The first was paid off. There
3 was not enough money to pay BancorpSouth the 175-
4 second that it had to go towards the Van Buren, so the
5 closing attorney -- BancorpSouth finally gave in, and
6 I want to say they accepted $45,000 and signed a
7 release, and then the balance went to Tasho
8 Katsaboulas, who had a security interest in our
9 interest from when he got out of the building, and the
10 other partner, which was the "M" in MKF, Hank
11 Mathison.
12 Q Looking at Schedule D of your schedule that
13 you filed with your petition, you indicate that
14 BancorpSouth has some type of security interest in
15 Mathena Wetlands.
16 A Yeah, that's a mistake.
17 Q That is a mistake?
18 A Right.
19 Q And on Schedule D, I referenced earlier
20 Mr. Billy Atwood's interest in Duck & Rice Farms, LLC.
21 Do I understand correctly that you don't have a copy
22 of any type of written document whereby you assigned
23 any interest to Mr. Atwood, or do you?
24 A No, I don't have a document, but I -- and he
25 never owned any of Duck & Rice. But he, too, loaned
158
1 money to Frazier Development back in '05, '06 and we

2 were trying to repay him with the majority of interest
3 coming from the Colony Crossing sale or the focus.
4 Q But my question is: Do you have any
5 documents that reflect an assignment by you or Frazier
6 Development to Mr. Atwood for any monies that he would
7 have loaned you?
8 A Not an assignment, but there was a
9 promissory note somewhat like this one in the amount
10 of $112,000. Now, I'm told by virtue of the judgment
11 that he has that he's been paid some 40-some-odd
12 thousand dollars.
13 Q How was he paid?
14 A He's paid on behalf of the garnishment that
15 he got on behalf of my father. And prior to my
16 brother filing bankruptcy, he had paid in some, too.
17 Also, before I recall us making a $10,000 payment,
18 which was part of the promissory note agreement to
19 Billy Atwood.
20 Q You indicated on Page 8 of your statement of
21 affairs that Robert Parker is or has been your CPA
22 within the last two years.
23 A Correct.
24 Q Is he your personal CPA or is he also the
25 CPA for Frazier Development and these other companies?
159
1 A Everything.
2 Q And how long has Mr. Parker been performing
3 accounting work for you and your family companies?
4 A 2004.
5 Q Since 2004?
6 A Correct.
7 Q On Page 3 of your means test calculation, on
8 Part 3 you indicate that your family income is $56,000
9 -- actually, $56,168. Is that any part of income that
10 you would have received or earned?
11 A We're still flipping.
12 MR. CURTIS: On Page 3? Oh, okay. Okay.
13 That's the -- that's the median family income for a
14 household, but he did not complete the means test
15 because his debts are primarily nonconsumer debts.
16 Apparently, that's a default figure that was
17 just put in there based on the government standards
18 for household of five people. It calculated his three
19 children in there, but actually he didn't complete
20 that. That's not really his income figure.
21 BY MR. MARTIN:
22 Q Mr. Frazier, how many people live in your
23 household?
24 A It depends on which household right now.
25 When I'm in Destin, my two kids. When I'm here at
160
1 different times, my stepdaughter is in Brandon.

2 Q Okay. Have you filed personal tax returns
3 for the last three years?
4 A No. My accountant has just -- Bob Parker,
5 I've been working for the past three or four months on
6 getting him designated as an administration creditor
7 so he could complete the work. He wouldn't do
8 anything until he got that. I'm told him and Derek
9 finally got together a week or so ago and I'm meeting
10 with my accountant tomorrow to get him wrapped up.
11 Q And you mentioned that the equipment that's
12 located at I think you said Big Brake Hunting Club
13 belonged to the construction company?
14 A Correct.
15 Q What disposition has been made or will be
16 made of that equipment?
17 A My brother and father were working on
18 disposing it to some contractor in Natchez that wasn't
19 paid by the bonding company, and that's all I know.
20 Q The bonding company hasn't made any attempt
21 to obtain possession of that equipment?
22 A No. It's been sitting in the weeds for a
23 year and a half.
24 Q Other than the things that you've mentioned
25 today such as the trailer that's at your stepfather's
161
1 office, are there any other assets that were not

2 reflected on the schedules that you filed in the
3 bankruptcy case?
4 A I would say what's properly -- you know,
5 what's not properly reflected would be the clothes,
6 which is what the Bank First banker pointed to that
7 foreclosed on the Bonefish building; that's the only
8 reason he had a seat in the room that day. Other than
9 that trailer and that small boat, no, there's nothing
10 else, and the guns that I have that I am going to
11 amend and --
12 MR. CURTIS: We're going to (inaudible).
13 You're not going to get that much money for the
14 clothes.
15 THE WITNESS: Yeah, well, he just -- I
16 haven't paid attention, but I just recall him saying
17 something about $300 at that creditor's meeting.
18 MR. CURTIS: Well, you're not going to get
19 $600 for your clothes.
21 BY MR. MARTIN:
22 Q Where are the guns physically located that
23 you're referring to?
24 A In Belzoni, Mississippi, at my stepfather's
25 camp.
162
1 Q And they belong to you?

2 A They're older guns. There's only about five
3 or six of them. There's one that is my son's gun that
4 my stepfather bought, his grandfather, but I would say
5 I've got five that belong to me that I consider mine.
6 Q But you're in the process of preparing that
7 list that you're going to include in your amended
8 schedule?
9 A It's my intent to go to the camp and list
10 the guns within the next 30 days and amend the
11 bankruptcy schedule.
12 MR. MARTIN: Okay. That's all.
13 MR. ELLIS: I've got a few more questions,
14 if that's okay.
16 BY MR. ELLIS:
17 Q Mr. Frazier, you mentioned a contractor in
18 Natchez. Who is that contractor?
19 A Ricky Edgin. Edgin Construction.
20 Q How do you spell that last name?
21 A E-D-G-I-N.
22 Q And you mentioned that Austin and C.E. are
23 trying to convey this property to this Mr. Edgins?
24 A No. He -- what I understand, and this is
25 after my creditor meeting, which you were not at,
163
1 there was questions brought up about the equipment. I

2 don't own the construction company, don't own the
3 equipment, and quite frankly, there's several pieces
4 of equipment that's sitting in ten-foot tall weeds
5 that have been back there for a year and a half back
6 behind our hunting camp in Belzoni.
7 It was my understanding that Ricky Edgin and
8 his attorney were trying to work something out with
9 the bonding company on payment of the Natchez Hospital
10 that Frazier Construction and Edgin Construction were
11 building via a joint venture.
12 The bankruptcy -- the hospital went into
13 bankruptcy and Harrell Construction assumed Frazier
14 Construction's work. Edgin was still owed money, and
15 as of today I think still is, and I had heard of some
16 talk of him getting the equipment and that's all I
17 know.
18 Q Who is Edgin's attorney?
19 A I don't know.
20 Q You don't know. Have you transferred or
21 assigned any assets, real, personal, LLC interests, et
22 cetera, in the past two years?
23 A From two years from today?
24 Q From today. For the filing of your
25 bankruptcy petition.
164
1 A Yes, and that's reflected in my bankruptcy

2 petition.
3 Q All right. What property is that?
4 A I transferred -- I assigned Six Shooter Land
5 & Timber and I assigned Flowood Developers, LLC.
6 Q That's it?
7 A Let's see. And then in the divorce, also
8 listed in my bankruptcy filing, my wife as part of the
9 divorce got half of my interest in Frazier Development
10 and also --
11 Q Other than in your schedules, have you
12 assigned or transferred any other property?
13 A No.
14 Q All right. Has Frazier Development assigned
15 or transferred any assets, real, personal, LLC
16 interest --
17 A No.
18 Q -- in the past two years?
19 A No.
20 MR. ELLIS: No more questions.
21 MR. BURWELL: I've got a couple of follow-up
22 questions very quickly.
24 BY MR. BURWELL:
25 Q Who was your CPA before Bob Parker?
165
1 A Robin Word.
2 Q And when did Robin Word quit being your CPA?
3 A '03.
4 Q And why did he quit being your CPA?
5 A I don't know that he quit. We, through our
6 office manager, found Bob Parker. So I don't view him
7 as quitting.
8 Q You've been asked a lot of questions about
9 the sale of property owned by Jackson Metro
10 Properties. Was there a prepayment penalty associated
11 with the sale of that property?
12 A There was.
13 Q And do you know how much that was?
14 A I don't.
15 Q Did any of the money from the sale of
16 property owned by Jackson Metro Properties go to
17 Frazier Construction?
18 A Yes.
19 Q Do you know how much?
20 A I don't.
21 Q Do you know what for?
22 A Yes. There were two large anterior
23 build-outs there were done within the Jackson Metro
24 Properties. One was for Icon Office Solutions and
25 there was monies that went to the construction company
166
1 to satisfy that, but I'm unsure of how much.

2 MR. BURWELL: That's all I've got.
3 MS. SHAFFER: Okay. That will conclude the
4 2004 Examination.
5 (Examination concluded at 2:24 p.m.)
6
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167
1 CERTIFICATE OF REPORTER
2
3 I, MOLLY A. BENOIST, Registered Professional
4 Reporter and Notary Public in and for the State of
5 Mississippi, do hereby certify that the above and
6 foregoing pages contain a full, true and correct
7 transcript of the Rule 2004 Examination of
8 CLAIBORNE FRAZIER, taken in the aforenamed case at the
9 time and place indicated, which proceedings were
10 recorded by me to the best of my skill and ability.
11 I also certify that I placed the witness
12 under oath to tell the truth and that all answers
13 were given under that oath.
14 I certify that I have no interest, monetary
15 or otherwise, in the outcome of this case.
16
17 This the 1st day of April, 2009.
18
19 ________________________
20 MOLLY A. BENOIST, RPR
Mississippi CSR #1722
21
22 My Commissions Expires:
23 May 26, 2012
24
25

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1

1 IN THE UNITED STATES BANKRUPTCY COURT.

1 TABLE OF CONTENTS CONTINUED

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

1 A In some form. They would ask questions

1 did you have any agreements with any possible

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

1 you're talking about a deed?

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

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

1 compliance with 1031 of the Internal Revenue Code in

1 Q Do you have copies of those closing

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

1 A That every unit that was sold went into the

1 developed and they made their mind up on several

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

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

1 going and what was going on with the development.

1 Q More than one year?

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

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

1 their lender, Prudential, walked on them at the

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

1 that I was trying to sell.

1 in Van Buren Group condominiums?

1 A Last year? No.

1 Q Have you had any conversations with a person

1 collateral and there were several verbal arrangements

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

1 Q What about Six Shooter, what interest do you

1 fairly quick, pay-down.

1 wanted the land on Six Shooter because that was the

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

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

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

1 Q And I believe you received earlier that

1 A, Six Shooter Lodge.

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

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

1 A That was the convenience store that we

1 have been any deposits in any other account either at

1 earlier testimony about the request for production of

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

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

1 tell me what it says the purchase price was.

1 A Either myself, my father or our office

1 Q Did you ever personally receive any rent

1 And let me rephrase that. As part of the

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

1 personally accepted and/or cashed from the tenants of

1 Q Who is your office manager?

1 not three. Yes, three and four.

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

1 Q What personal steps did you take to attempt

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

1 A Let's see. July 18th.

1 Page 2 under Subsection N. What does it say there in

1 Q So its membership interest was reduced by

1 of its interest to Dr. Songcharoen?

1 Q And did you use counsel in connection with

1 was my assistant at a point in time, to Shelby

1 Q Now, was her office located in the same

1 instruction. I would give her the gist of what to

1 receive all of the money, inclusive of commissions,