Mile High II Collection Part VII

This column is installment #7 of the story of the 1985 purchase of the Mile High II collection.

Once I determined that I could reasonably go forward and purchase the 1,500,000 comics in the deal without any major legal entanglements, I then put into motion the basics of my plan. I first arranged for the $100,000 line of credit I would need as a down payment, and I then worked a deal for a local meatpacking company to provide me with backhaul trucks. This particular company (Monfort Packing) sent over 500 trucks out from Colorado each day full of boxes of various cuts of frozen beef . Once they delivered their cargos of beef in their destination cities, the dispatchers of these 53' (17 meter) refrigerated trucks actively sought loads to bring back to Colorado. As a result, the cost of a Monfort truck was only about 40% of a typical freight shipment to Colorado.

With the money and a reasonable trucking contract in hand, I then went to my lawyer to draw up the deal. We constructed a contract by which I would make my $100,000 down payment only when the trucks holding the books actually left the State of New York. This was essential to both my attorney, and my banker, as neither wanted any State Of New York lien to be applied to the books after the $100,000 had transferred to the seller. Only when I got a phone call from the truckers that they were across the New Jersey line, was I free to give the seller his down payment. We were also concerned that the Factor who had a lien on the assets of the family's book remainders business might also change his mind before we could get the books out of the state. Clearly, this was a deal that was going to be very difficult to bring to fruition.

In May, 1985 I flew to New York with a contract in hand, five $20,000 cashier's checks made out to the seller's father, and the phone number of the Monfort dispatcher for the New York City area. Accompanying me on this trip were two Mile High Comics staff members, Jack Copley and Hugh Stribling. The two of them came along to help load the books, which I optimistically assumed we would be doing within a day of our arrival. I've seldom been so wrong. From the moment of our arrival in New York, the seller began a program of trying to harangue and harass me into changing elements of the deal. It was very clear that he did not trust me at all, and that he was determined to bend me to his will.

For those of you who know me personally, I'm sure you'll understand when I say this was not going to happen. I don't back off to anyone. In this case, however, I realized that I might just be in over my head. I was playing with not nice people, if you get my drift. Realizing that things might get weird, I made the unprecedented decision to call for backup. I've know Mike Kott, of Orlando, Florida for over 25 years. I called him at his office at Intergalactic Trading Company, and offered to pay all his expenses if he would fly up to New York, and watch my back for me. Thankfully, he made the trip. His counsel was invaluable during the next five days, as the negotiations on the deal became increasing hostile.

One particular incident from the negotiations sticks vividly in my mind. The four of us on my side of the deal were staying at the local Howard Johnson's hotel. The seller came by to the hotel restaurant for breakfast, and repeated, quite stridently, an earlier demand that I include an insurance policy in the contract, payable to his father, for the full $140,000 of the promissory note that would be the balance owed on the deal after the $100,000 down payment. I had already made it clear to the seller that neither my lawyer, nor my wife, would abide such a clause, but the seller persisted in badgering me about it. He finally pushed me too far, when he asked one more time "Well, why are you being so difficult about this?" I thought I was being quiet and discreet in my reply, but I guess my answer of "Well, if I signed such a clause, wouldn't that give you every reason to want me dead?" was louder than I thought. It brought the entire restaurant to a stunned silence. That was quite a surreal moment...

A couple of days later, I learned why the seller was being so aggressive. He took Mike, and I, into Midtown Manhattan to meet his father's attorney. The attorney repeated many of the same demands made earlier by the seller, and I flat-out refused them all. I told them both that we were either going to do the deal on my terms, or it wasn't going to happen. Given that I knew that my offer was triple any other offer that they had received, I felt that what I was already giving them should damn well be good enough. After hearing me state this fact (rather forcefully...) the attorney pointed to a bookshelf full of corporate record books. He then said something to the effect: "Do you see all those companies? Those are all companies that we've started and then folded. A lot of them had promissory notes attached that became worthless. How do we know you're not trying to pull the same thing on us?" I looked at the shelf, and I was amazed to see what looked to me like at least 50 different companies. If they had used all those corporate shells to weasel money out of other people, it was easy to realize why they weren't about to trust me. How in the heck was I ever going to get this deal done?

To be continued...

Mile High Comics, Inc.
Attn: Chuck Rozanski
2151 W. 56th Ave.
Denver, CO 80221



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