golden parachute?

Golden Flake clownFacebook chat with a retired employee of my father’s company, which recently announced it has reached an agreement, in principal, to be bought by Utz potato chip and snack foods company:

  • Wednesday

  • Sloan Bashinsky

    7/20, 9:28am

    Sloan Bashinsky

    Golden Flake agrees to be bought by Utz potato chip and snack food company, and the impact on Golden lake and Sloan Y. Bashinsky, Sr.’s estate and heirs | Good Morning Birmingham
  • Wednesday

    7/20, 10:18pm

    Retired Employee

    Thanks for keeping me in the loop! I guess congrats are in order assuming that the employees that have given their lives to GF will be taken care of as well as management. I hope that you and your siblings and heirs can finally realize some of the fruits of your dad’s efforts. I feel sure he would be pleased if his entire family could enjoy his success and efforts. As a father, I know how much your father must have loved each and everyone of you and I know he wanted to take care of all of GF’s blue collar dedicated employees. Congratulations and I am so proud for you and for them. Keep me posted as the plot progresses! My best to you my friend!

  • Sloan Bashinsky

    7/20, 10:48pm

    Sloan Bashinsky

    If this deal goes through, maybe that will end the majority GE stockholders paying out dividends and bleeding the company of sorely needed capital to maintain its infrastructure and machinery and truck fleet and office operations, and even upgrade.

  • 7/20, 11:02pm

    Retired Employee

    AMEN! This bleeding has been hard to watch over the last several years. Hopefully the capital infusion will improve all aspects of the company and therefore reignite the greatness and the winning attitude that it used to have! Let’s keep our fingers crossed!

  • Sloan Bashinsky

    7/20, 11:19pm

    Sloan Bashinsky

    Don’t know Utz view of capital infusion beyond paying $135 million for Golden Enterprise’s common voting stock. But that will end the dividend’s GE was paying out, over half to Johann Bashinsky, effectively. Before that, to my father.

  • Sloan Bashinsky

    7/20, 11:32pm

    Sloan Bashinsky

    Not sure what my father’s intent was when he set up the SYB Trust, to own SYB, Inc. common stock, while SYB, Inc. owned all of the common stocks my father put into it, including his Golden Enterprises stock. There was considerable friction between Joann and me, with my father in the middle of it, taking her side. And friction between Major and Joann, but not nearly as many incidents as I was in. I heard nothing good about Joann from within the company, not even from top management, who were careful when they spoke, knowing I would get their meaning. I was the logical person to look after the the company after my father passed over, because I knew the company having worked there. Not that I would have gone back to work for the company, but I could have voted on dividends being thin in keeping with the company’s thin profits. I heard there was a board meeting last year, where Mark McCutcheon said, either they could increase the dividend, or they could upgrade their run down truck fleet. The vote was to increase the dividend. Joann, alone, could have carried that vote, with every other GE stockholder opposing her. I suppose you remember the typed letter that was floating around right after my brother Major went missing in earlyish 2010, criticizing greedy management and stockholders for playing themselves dividends and bleeding the company. I agreed with the letter, that had been my view for quite a while. Remain pretty sure Major wrote that letter. More than pretty sure. I remember in 1994, when a special dividend was declared at the end of the fiscal year, because the company had ended up making more money than had been expected, because the company had not given raises that year, because times were tight, competition fierce, but promise was made to give raises when times got better. The employees buckled down, cut costs, produced that unexpected profit, and my father voted it to himself as a dividend. Perhaps pressed by Joann to do it. I was at that annual stockholders meeting. I watched John Stein try to explain the dividend to a savvy stockholder, who had challenged the dividend from the audience. Everyone knew what was going on, but me, believe it or not. It took a while for me to figure it out. Shame on me for not saying something during that stockholders meeting.

  • Sloan Bashinsky

    7/20, 11:35pm

    Sloan Bashinsky

    My father’s children and grandchildren’s side of the Utz purchase is another matter altogether. I think I covered that pretty well in what I published today, although there might be more to add to it later.

    7/20, 11:45pm

    Retired Employee

    I just hope that everything works out for you, your siblings, heirs and the GF employees! Your dad would have wanted that! Guess I’m just a hopeless romantic ! 🙂 He was a good man! I can not speak to events later than 1990 since I was no longer there. It was hard to watch from a distance. Our efforts up until 90 had been growth and positive expansion and profitability! Good times!

  • Sloan Bashinsky

    7/20, 11:58pm

    Sloan Bashinsky

    That began to turn the other way after you left. Making W.P. president was catastrophic. But they didn’t have a really good selection for a company ambassador. His born again rubbed a lot of people wrong, I kept hearing. But I suppose that made him St. Paul as far as Joann was concerned. TD quit over it. I’d have chosen him. The fellow who was supposed to do it had quit years before, he’s writing to you now. I would have died if I had stayed, it wasn’t working for me, or for the company. Maybe if I had practiced law first, gotten that down, later it might have worked for me to work for GF. I’d worked there plenty in summers. I knew a bit about the company, running routes, in the warehouse, packing products, and the employees knew me and like me (maybe not management, but rank and file. ) When it was out that I was resigning, a couple of very old line employees, going back to forever, one white, one black, came to my office, separately, in tears, begging me to stay. I told them I had to go. And I did have to go. That was very clear to me. For me, I had to go. I should have practiced law first. Very bad decision on my part not doing that.

    7/21, 12:31am

    Retired Employee

    Hey that’s Life! But when Craig and I were told we would report to WP, it was obvious to me that the shift from sales and marketing, consumer oriented promotional and advertising efforts, quality control,trade relations and expansion were losing out to short term stock dividends and lower manufacturing costs and a commodity approach to business. Our aggressive posture with the trade and consumer had our route sales force invigorated as well as the trade and that was lost. FritoLay just absorbed the space Eagle Snacks had bought and then abandoned. All short term dividend driven decisions. Sad to watch!

  • Thursday

  • Sloan Bashinsky

    7/21, 7:10am

    Sloan Bashinsky

    Frito-Lay also was paying a lot of money for shelf space in the grocery and convenience stores, which Golden Flake could not afford to match. My father tried to hire a fellow who had been at Proctor & Gamble, to run Golden Fake, maybe around 1993, but I don’t know if anyone in the company knew it. I learned of it from that fellow’s business partner, who was an old friend of mine, who had sold his market research company, Message Factors, to that P & G man, and was still active in that company. The P & G man declined, said he was happy with where he was. They had come to me on the side, asking me what I thought about GF, which they had been hired to try to rejuvenate in the market place. I was living in Colorado. I told them the company was all mental, all will, had lost its heart, its feminine. Expected its employees to die for GF, put it ahead of everything else. My old friend said he agreed. Lots of factors in play, including my father had a lot of back pain, was taking doctor pills for that; Joann was surely influencing him. It was sad for me to watch, from afar. I didn’t think Tom C. had the ooomph to handle that position John S. had – sales manager. Calling on the top brass with the chains. I didn’t see anyone in the company I had known well, who was suited for that position. Again, that would have been me, if I was not all screwed up. But I would not have liked it, the travel and ass-kissing, and the drinking and other stuff you don’t want to come home and tell your family. I really hope this deal with Utz goes through, for the company and the employees’ sake. Getting the Bashinsky family out of the company, what a reversal, is the best thing that can happen, based on what I hear from former people who are still wired into the company rank and file grapevine. I’ve felt that way a while, but only now does it dawn on me that selling the company was the way to achieve that result. I’m slow, again.

  • Thursday

  • Sloan Bashinsky

    7/21, 11:24am

    Sloan Bashinsky

    clowning around has its ups and downs, hopefully more ups – the upside for Golden Flake of all of its common stock being bought by Utz snack food company | Good Morning Birmingham

    7/21, 1:24pm

    Retired Employee

    Hopefully it will breath new life into GF and benefit all concerned! I think your dad would have wanted that. As you and I both know, Life Happens and Change is Inevitable. We learn from our choices and move on. Always good to hear from you and appreciate your candid comments. I do miss visiting The Keys!?

  • Sloan Bashinsky

    7/21, 3:47pm

    Sloan Bashinsky

    From age 14, when my family stayed a week at Ocean Reef Club, when it was laid back, unpretentious, I wanted to live in the Keys and be a flats guide. Instead, I did all the “correct” things. Now I am a deep sea fishing guide, without any customers 🙂.

    One thing came to me this morning, which was a trip I took from Key West to Tuscaloosa in the fall of 2003, to try to have an audience with my father. i had an old dear friend in Tuscaloosa, who said I could bunk in with him for whenever. Poor, I could not afford a motel in Bham, and rode up there on Greyhound. My friend let me use one of his bicycles, and if I had to travel, his old VW Beetle.

    Dreams and other woo woos stuff caused me to make the trip, and my father egged me on in dreams to try to speak to him through his lawyer, which i did by email from Tuscaloosa. It went nowhere, my father declined to meet with me, but offered meeting with his lawyers. I replied i did not travel all that way to meet with lawyers, but if they would drive down to Tuscaloosa, then we could me in my friend’s law office. He was the lead trial lawyer in the Public Defender office in Tuscaloosa. Handled all of the capital (death penalty) cases in that office. A real solid citizen.

    Anyway, during the back and forth with my father’s lawyers, I gave them a different view of how well they were not representing my father and his affairs, and I suggested my father turn over all of his affairs to Major to oversee, including the law firm, the trust, Golden Flake, because Major was one tough customer and a smart cookie, and they would not be able to get anything him.

    Not that Major would run GF, but he would be like its guardian angel, with final say and power to fire and hire re my father’s affairs. I never told Major that, and only a few people did I tell outside my father’s law firm. I have no clue if they passed to him all that I wrote to them back then.

    I was in Tuscaloosa about 2 months, then dreams told me to head back to the Keys.

    7/21, 5:30pm

    Retired Employee

    I commend you on making the effort to speak with your dad in 2003 and it hurts me to hear that you two were unable to sit down and discuss the issues between father and son. Unfortunately your father/son experience is not uncommon. I feel that your dad was a good man, not a perfect man, as most all of us expect our fathers to be. You may never know his pain or his reasoning or exactly what or who was influencing his behavior at that moment. My guess, being a father, is that he would regret not having met you in Tuscaloosa. Once again, none of us are perfect. Again I applaud your intention and effort. Fathers cast big shadows and more times than not, it is harder for them to admit that they/we are just humans and make choices that one day they/we may regret. Notice I said Choices and Not Mistakes….l NEVER MAKE MISTAKES…sometimes just POOR CHOICES! LOL I was never much of a fisherman but loved sailing in the Keys!

  • Sloan Bashinsky

    7/21, 5:45pm

    Sloan Bashinsky

    I know these things you say about my father and fathers and sons. It was on the trip to Tuscaloosa that my first wife, who lived there, told me my father was having Joann open and read all of my letters to him, before he read them, and then they mailed the letters to her, who had gotten a PhD in psychology, for her to tell them what she thought was my state of mind. I did not tell my first wife why I was in Tuscaloosa, something held me back. Then, when she told me what was going on, I kept why I was in Tuscaloosa to myself. That freaked her out, she thought I was there to do something to her. Which was not the case. I simply needed a place to hang out, from which to operate. When the operation collapsed, was pointless, I stayed a while longer in Tuscaloosa, then went back to the Keys. When a year and a half later my father’s lawyer called me and told me my father had died, I burst into tears. The lawyer told me not to cry, my father was in a better place. I said I knew that, I was crying because he and I had never sat down and talked. When the lawyer called, I had only just then typed the last sentence of a memorial, turned out an eulogy, for my father’s and my relationship, called “The Hit and Miss Club.” I had copies of it made into a fold over pamphlet and gave the lawyer a copy. After he had read it, he told me cold chills ran up and down his spine when he read it. It, which I had finished typing maybe 5 seconds before he called me with the news my father had died.

    7/21, 5:48pm

    Retired Employee

    invited you to Messenger.
    Sending messages is fast and more fun on Messenger. Get a link sent to your phone to install the app.
  • Sloan Bashinsky

    7/21, 5:58pm

    Sloan Bashinsky

    don’t have that kind of phone, Larry, mine is just a flip open cell phone, messages a bitch to send

    7/21, 5:59pm

    Retired Employee

    You are a good man my friend! When we loose them, we know they are in a better place, but our hearts still hurt. I lost my mom and dad (both were 84). Dad had Alzheimer’s and Mom congestive heart failure. They died within a month of each other. We never get over it.

  • Sloan Bashinsky

    7/21, 6:03pm

    Sloan Bashinsky

    I’m a mutant. I don’t miss my father or my mother, and am glad they are in a better place. Same with the black woman who raised me as her own. I was wrecked, however, when my infant son died of crib death. A very long time stabilizing from that. Probably still haven’t gotten over it. Same for some women I loved, and no longer am with.

    Right now, I’m dying slowly over Kari Dangler. Might be something about that in tomorrow’s post. And about my father and me, which you have prompted. And might not. It’s still only today.

    7/21, 6:39pm

    Retired Employee

    I was unaware of your infant son’s crib death. The death of an off spring must be almost unbearable. I am so sorry. On a different note, Have you heard from HYF lately? FE told me he was not doing too well.

    You need to school me on Kari Dangler. I don’t think I know her!?

  • Today

  • Sloan Bashinsky

    8:52am

    Sloan Bashinsky

    see today’s post at goodmorningkeywest.com, after I publish it, also there is latest from my father’s lawyer and my reply back to him, which you might find interesting.

John P. McKleroy, Jr. <JPM@spain-gillon.com>

Thu 4:31 PM
You;
Paul Leonard (Psl@spain-gillon.com)

Sloan:
 
I hope you are doing well. 
 
I am pleased to respond to your questions recently submitted by email.
 
·         I have requested the amount of preferred dividends paid for 2015 from John Shannon who serves as bookkeeper and accountant for SYB, Inc.  You may recall that John served as Controller and CFO of Golden Enterprises/Golden Flake for many years.  Prior to your father’s death, John was engaged by your father to provide part-time bookkeeping and accounting services to SYB, Inc. and John has continued in this capacity.  John is currently out of the office with a illness, but is expected back next week.  I will provide you with this information as soon as I hear from John.
 
·         The owners of the SYB, Inc. Preferred Stock are:
 
            Marital Trust under the Will                                                   Class A Preferred        87,869.52 shares
            of Sloan Y. Bashinsky, Sr.                                                      Class B Preferred        23,667.98 shares
 
            Joann F. Bashinsky                                                     .           Class A Preferred        64,211.41 shares
                                                                                                            Class B Preferred        16,332.02 shares
 
            Total Class A Preferred Shares issued and outstanding         152,080.93 shares
            Total Class B Preferred Shares issued and outstanding                40,000 shares
 
·         Assuming that the total 15% annual Class A and Class B preferred dividends had been paid to each preferred stock holder for 2015, the dividends would have been
 
            On the Class A:
 
                        Marital Trust under the Will
                        of Sloan Y. Bashinsky, Sr.      $1,001,712
 
                        Joann F. Bashinsky                 $   732,010
 
                        On the Class B:
 
                        Marital Trust under the Will
                        of Sloan Y. Bashinsky, Sr.      $   248,513
 
                        Joann F. Bashinsky                 $   171,486
 
Note:  If dividends are declared by the Board of SYB, Inc. for payment in excess of the 15% annual preferred dividend, the Articles of Incorporation require that the Preferred Stock and Common Stock both participate in the excess dividends.
 
·         The 15% annual dividend on the Preferred Stock is “non-cumulative.” 
 
·         SYB, Inc. owns 5,283,126 shares of GE stock.  If the merger is closed, SYB, Inc. will receive 5,283,128 X $12.00 = $63,397,536.
 
·         SYB, Inc’s tax basis in the GE common stock is virtually zero.
 
·         The 15% annual preferred dividend is computed on “current and accumulated earnings” as required by the Articles of Incorporation.
 
·         The sales proceeds for the GE stock will be a capital asset and after payment of capital gains tax and expenses, the net proceeds will be reinvested in other capital assets, i.e., corporate stocks, bonds, etc.  The sales proceeds will not be constitute “current or accumulated earnings” for determining dividends.
 
Thanks.
 
John
 
 
SGLogo

John P. McKleroy, Jr.
Phone: 205-581-6226
Fax:  205-324-8866
Email:  jpm@spain-gillon.com

I replied today:

Morning, John –

Thanks for your prompt response, when I know you are covered up with the sale to Utz and the rest of your law practice and life, affected by years and gravity.

The latter two are wearing me out, as I turn 74 in October.

As is living on Social Security, $740 a month. Maybe dead I would be, if friends had not invited me last fall to stay in a small efficiency apartment in the back of their home, at no rent. I’m too old now to live on the street and/or sleep nights in a disease and addict-invested homeless shelter.

My daughters appear on their way to being very rich, thanks to my father. Hope they use it well. 

Meanwhile, I hope the Utz sale goes through and stops the dividend hemorrhage that has been hurting Golden Flake for a long time. My father came to rue he had ever taken the company public, but he may not have told many people that.

Maybe more later.

It’s been a trying past couple of days personally, need to let it settle.

Sincerely,

Sloan

Posted in Today's Vulcanite | Leave a comment

clowning around has its ups and downs, hopefully more ups – the upside for Golden Flake of all of its common stock being bought by Utz snack food company

Golden Flake clownI collected the Golden Flake snack foods company being sold part of yesterday’s post at goodmornngkeywest.com and made it into a post at goodmorningbirmingham.com, where the company’s headquarters is, and I put a link to that post into my facebook timeline reproduced just below. A comment from a FB friend is what today’s post here is about.

Golden Flake agrees to be bought by Utz potato chip and snack food company, and the impact on Golden lake and Sloan Y. Bashinsky, Sr.’s estate and heirs

http://www.goodmorningbirmingham.com/?p=5450

 
Sloan Bashinsky's photo.
 
Comments
Chuck Satterfield

Chuck Satterfield Sloan, good or bad?

Sloan Bashinsky
 
Sloan Bashinsky I am hopeful the sale will go through and that will be a really good turn for the company and its rank and file employees. I’m right now in FB chat with a retired GF employee about this very topic, which I will string together and include in today’s post at goodmorningkeywest.com, probably up for viewing before noon today. Will cover terrain only insiders can provide. Thanks for asking, Chuck. No, that clown was not modeled after me. He was with the company long before I was born, before my grandfather and his brother-in-law acquired it from the original owners. I told the company some time ago they had made a mistake eliminating the clown from the product packaging, its route and over the road trucks, its billboards, its TV commercials, the wooden pencils given away by the thousands for promotions. Kids loved that clown. Might include this you prompted in today’s post, too. Thanks for joggling it up out of me.

Sloan Bashinsky

Sloan Bashinsky Well, Chuck, I just lost my internet connection while I was putting all of that together. Maybe I’ll sit on that history, for now. The former employee and I both feel this sale is for the best for the company and the rank and file employees. We have not been comfy with current management declaring dividends, over half of which my father’s widow receives, since my father’s estate owns a little over half of the common stock, when the company needed the money for its own operations and upgrading its machinery, truck fleet, office operations, etc. If the sale goes through, hopefully that bleeding will stop. Hopefully, Utz will rejuvenate Golden Flake.

sloanbashinsky@outlook.com

Sloan Zach 2

Posted in Today's Vulcanite | Leave a comment

Golden Flake agrees to be bought by Utz potato chip and snack food company, and the impact on Golden Flake and Sloan Y. Bashinsky, Sr.’s estate and heirs, by Sloan Y. Bashinsky, Jr.

Golden Flake clownText of email from me, Sloan Y. Bashinsky, Jr. to John McKleroy, attorney for my father’s estate and business affairs; John and I attended law school and tax law school together at the University of Alabama:

7/4/2016

Good afternoon, John –

Hope all okay with you.

I know you probably cannot comment on what follows.

A while back, I started receiving inquires re GE (Golden Enterprises) stock price rising. I said I knew nothing that might explain it, which was true, other than it looked to me someone was taking a position in GE common stock for reasons unknown, because the company’s profits are not going up to explain the common stock price increase.

Inquires continued coming to me, as GE common stock price kept rising, and I gave same response.

I did from time to time speak with former GF (Golden Flake) employees, who said they did not know why GE common stock price was rising.

After yet another inquiry this past Friday, re GF common stock being over $7 a share, a huge rise, relatively, since the first of the year, I called the same former GF employees. Here’s what they said they had heard on the GF grapevine (from inside GF, rank and file employees).

3 companies, Snyder, Mexico Coke and Utz, were negotiating for GE. Mexico Coke pulled out. Snyder missed the cut, got bent out of shape and stopped selling its pretzels to GF. The apparent winner Utz is trying to get more information about GF’s deals with its customers and is having trouble getting that information because GF recording keeping not all that good. Closing expected next month. Buy out price, $16 per share GE common stock. Mark McCutcheon has negotiated a golden parachute for himself.

I told the former GF employees this is all handed down, and who knows what really is going on? However, I said, I did not think someone trying to buy GE, thus GF, would be taking a position in its common stock before the purchase, because that would be costly if the purchase did not go through. Rather, I think GE common stock price rise is due to insider trading, or insider information being leaked to people not working for GF/GE. I told the former GF employees, if they buy GF common stock now, they will be viewed as insiders doing insider trading, and they could go to prison, so don’t buy GF common stock now, and don’t tell relatives and friends to buy it.

I own no GE common stock, nor any interest in GE/GF, other than provided in my father’s estate plan. I will not be buying GE common stock. I am not telling anyone to buy it.

I suppose the GE Board of Directors needs to be apprised of what I wrote above, in case it is not old news to them.

Thanks,

Sloan

Backstory, not shared with John McKleroy:

About a month ago, my father came to me in a dream and looked me in the eye and shook my hand, and he came to me in a dream about a week ago and told me he would settle in full with me in 4 1/2 years, and I needed to talk to Joann (his 2nd wife, widow). SYB Common Stock Trust, holding stock in SYB, Inc. Common Stock Fund, which owns Golden Enterprises and other common stocks, terminates December 31, 2020, 4 1/2 years from now. Not clear yet what talking with Joann means. She is my father’s widow, his 2nd wife.

Golden Flake clownText of John McKleory’s email to me yesterday morning, 19 July, 2016, about Utz Snack Foods Company of Pennsylvania agreeing to buy my father’s snack foods company for $135 million; my father’s estate owns slightly over 50 percent of the Golden Enterprises common stock Utz is buying, for cash:

Sloan:

I hope you are doing well.

Attached you will find a copy of a Press Release concerning the merger of Golden Enterprises (Golden Flake) with Utz Quality Foods, Inc. of Hanover, Pennsylvania.

A Special Committee of the Board of Directors of GE consisting of Independent Directors, along with their engaged financial advisors and outside legal counsel, have been working on this matter for some time.

The Special Committee, its financial advisors and outside counsel, along with the Board of Directors of GE, believe this merger is in the best interest of the Company, its stockholders and employees.

This transaction will not affect your distribution from your father’s Marital Trust (at Joann’s death) or your distribution of one-fourth of the Common Stock of SYB, Inc.  This transaction will create more investment liquidity for SYB, Inc.

I am working on the other questions you recently put to me concerning SYB, Inc. and should have a response to you in the next few days.

Very truly,

John

Attachment:

Mark McCutcheon, CEO Golden Enterprises, Inc. One Golden Flake Drive Birmingham, AL 35205 Phone 205 323 6161 Fax 205 458 7335 Golden Enterprises, Inc.

BIRMINGHAM, AL and HANOVER, PA, July 19, 2016 / PRNewswire / — Golden Enterprises, Inc. (the “Company”) (NASDAQ: GLDC) and Utz Quality Foods, Inc. of Hanover, PA (“Utz”) announced that they entered into a definitive merger agreement on July 18, 2016, pursuant to which Utz will acquire the Company and Company stockholders will receive $12.00 per share in cash. This price represents a premium of approximately 71 percent over the Company’s 30-day average closing trading price of $7.00.

“After conducting a review of strategic alternatives by a Special Committee consisting of independent members of the Company’s Board of Directors, we believe that this is an excellent transaction for our stockholders, our customers and our employees,” said Mark McCutcheon, Chief Executive Officer of the Company. “This merger will allow the Golden Flake brand to continue to grow in our core southeastern markets, while expanding the product selections for our consumers. Utz is a very community oriented company and we look forward to the future that Utz and Golden Flake will create together.”

Utz Quality Foods, Inc. is a privately held snack food company, founded in 1921 by William and Salie Utz. They began making potato chips out of their home in Hanover, in much the same way Frank Mosher, Mose Lischkoff and Helen Freidman began Golden Flake in 1923. The Bashinsky family began their snack food legacy when they purchased the business in 1946. During their tenure the Company grew from a small local operation to the multi-state corporation it is today.

“We are excited about the opportunity to partner with Golden Flake,” said Dylan Lissette, Chief Executive Officer of Utz. “The two companies are very similar both in mission and values, and each has a team of dedicated associates. Golden Flake’s product line, market coverage, and manufacturing facilities blend well with Utz’s desire to expand and grow our markets in the south.” Both management teams recognize the value of the “plus one strength” gained from the synergies of each company. The Golden Flake product lines and production capabilities will complement the Utz product portfolio, which includes Utz, Zapps, “Dirty”, Bachman, Wachusett, Snikiddy and Good Health.

“Our company has viewed Golden Flake as a leader in the industry. Their culture, quality line of products, and dedicated people, through the vision and leadership that Mr. Bashinsky established, is a wonderful fit within our company,” said Mr. Lissette. Golden Flake will operate as a separate subsidiary under the leadership of its current management team and continue to be an important part of Birmingham as “The South’s Original Potato Chip!”

Subject to antitrust approval and satisfaction of other customary closing conditions, the transaction is expected to close in the fourth quarter of 2016. Following the execution of the merger agreement, stockholders representing a majority of the voting shares of Golden Enterprises delivered a written consent approving and adopting the merger agreement. The merger agreement includes a three-day period during which the Company’s Board can consider an unsolicited alternative proposal that it concludes in good faith (after consultation with outside legal counsel and the financial advisor) is more favorable from a financial point of view to the stockholders of the Company than the transaction contemplated by the merger agreement.

North Point Advisors, LLC acted as financial advisor to the Special Committee of the Board of Directors of Golden Enterprises. Sirote & Permutt, PC acted as legal counsel to the Special Committee of the Board of Directors of Golden Enterprises. Sandler O’Neill acted as financial advisor to Utz. Cozen O’Connor acted as legal counsel to Utz.

NOTE: This press release contains forward-looking statements. Readers are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual events or our actual results to differ materially from those expressed in any such forward-looking statements. Such forward-looking statements include the possible benefits of the proposed Golden Enterprises acquisition to the Utz business. Readers are directed to Golden Enterprises’ periodic and other reports filed with the Securities and Exchange Commission (SEC) for a description of such risks and uncertainties. Neither Golden Enterprises nor Utz undertakes any obligation to update any forward-looking statements.

My email to John McKleory this morning, 20 July 2016:

Hi, John –

Now you can tell me about this without having to kill me after you tell me :-).

Another question to add to my previous questions about the SYB, Inc. preferred stock:

If the 15 percent preferred dividend was never paid in full, did that create an accumulating debt from SYB, Inc. to the preferred shareholders?  If so, what is that debt today?

As to the hoped for sale of SYB, Inc.’s Golden Enterprises common stock to Utz at $12 per share, total purchase price $135 million …

I think SYB, Inc. owns just over 50 percent of the Golden Enterprises common stock, yes? So half, or a little more, of the $135 million would be $67+million, before taxes, yes?

SYB, Inc’s tax basis in that common stock is virtually zero, yes?

If all of that is correct, then the entire Golden Enterprises common stock sales proceeds is income to SYB, Inc. in the year received, yes?

After SYB, Inc. pays the taxes on $67+ million, the SYB, Inc. preferred shareholders are paid the full 15 percent that year, yes?

Reference from your first email to the SYB Trust beneficiaries some months ago.

The SYB Trust has had no receipts, income or disbursements, other than in 1990. In 1990, Golden Enterprises, Inc. paid an extraordinary cash dividend on its common stock which resulted in a dividend being paid to SYB, Inc. which, in turn, paid a dividend on its common stock to the SYB Trust. The SYB Trust then made a distribution of this dividend to you and the other beneficiaries of $26,681.89 each.

So, after the SYB, Inc. preferred stock dividend is paid following the Utz purchase of SYB, Inc.’s Golden Enterprises common stock, the SYB, Inc. common stock sharehlolder, SYB Trust, is paid its designated dividend, yes? Which is paid over to my father’s children, or their surviving children, pro rata, as happened in 1990, yes? And that dividend is taxable income to the SYB Trust beneficiaries, yes?

If that is so, what would that SYB, Inc. common stock dividend paid to SYB Trust amount to in dollars?

Thanks,

Sloan

My further thoughts:

I hope Utz is kind to the rank and file Golden Flake employees, without whom there would be no Golden Flake. The company’s profit sharing trust is the second largest common stockholder; if so, Utz buying that stock will be good for the employees. I do not think the profit sharing trust will owe any taxes on appreciated Golden Enterprises common stock it sells to Utz. I think taxes are paid by Golden Flake employees when they receive their portion of the profit sharing trust. Notice, I said, I think.

SYB, Inc. is a holding company which owns a controlling interest in Golden Enterprises common voting stock and other common stocks not related to Golden Enterprises. SYB, Inc.’s tax basis in Golden Enterprises common stock, and in the other stocks, is virtually zero. So substantial taxes will be paid by SYB, Inc. for the sale to Utz of SYB, Inc.’s Golden Enterprises common stock.

Even so, given the premium Utz has agreed to pay for Golden Enterprises common stock, even after paying taxes, SYB, Inc. will be worth considerably more than it now is, which at the end of last year was $68,000,000, according to an email from John McKleroy to all of my father’s children (and to their surviving children). 2 of my father’s 4 children died after he died in 2006.

SYB, Inc. has preferred stock, about 40 percent owned by Joann Bashinsky, and about 60 percent owned by the Marital Trust for the benefit of Samford University, the University of Alabama, Auburn University, and Big Oak Boys and Girls Ranch. SYB, Inc.’s income has been captured by the preferred stock since SYB, Inc. was formed in 1981. SYB, Inc. has never earned enough to pay the full 15 percent preferred stock dividend. Perhaps the Utz cash, after taxes, for SYB, Inc.’s Golden Enterprises common stock will generate enough SYB, Inc. income to pay the full preferred dividend. Looks to me, any SYB, Inc. income over what the preferred stock is due, is paid to my father’s children (or their surviving grandchildren, pro rata), as beneficiaries of the SYB Trust.

SYB Trust owns all of the SYB, Inc. common stock. On December 31, 2020, SYB Trust will end and my father’s 4 children (or their surviving children, pro rata) will each become 1/4 owners of the SYB, Inc. common stock. At that time, according to an email from John McKleroy to me, a majority of the children (or their surviving children, pro rata), can vote to redeem the preferred stock, at par value, which would not be taxable to the preferred stock holders. However, if appreciated common stock is sold to redeem the preferred stock, then the sale of the appreciated stock would be taxable.

The children (or their surviving children, pro rata) also can then vote to dissolve SYB, Inc., and receive their share of its remaining assets, after redeeming the preferred stock. Or, if agreed, they can sell their  SYB, Inc. common stock to SYB, Inc., for cash. Either those transactions would be fully taxable to the child or children leaving SYB, Inc.

Separate from all of that, upon Joann Bashinsky’s death, each of my father’s children (or their surviving children, pro rata) receive a cash bequest of $1,000,000 funded out of the Marital Trust, which as of the end of last year was worth $18,000,000, according to an email from John McKleroy.

sloanbashinsky@outlook.com

Sloan Zach 2

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Grandfossil goes soul fishing in the Florida Keys …

soul-fish.jpgToday begins with a Father’s Day Facebook missive from my younger daughter, Alice:

  • Alice Bashinsky's Profile Photo

    Alice Bashinsky

    Visiting day at camp. They are having a blast. No surprise there. Happy father’s and grandfossil’s day!

    Alice's babies

  • Sloan Bashinsky

    Sloan Bashinsky

    Thanks, Mondamin? She kinda looks just like her mama. Grandfossil. now where did I hear that before? 🙂

  • Alice Bashinsky

    Alice Bashinsky

    Mondamin and Green Cove. They both look like their mama. And maybe their daddy, a little bit. They are dirty, scruffy, a bit smelly, covered in bruises and bug bites, and absolutely loving it. [Mondamin and Green Cove are brother and sister camps in Tuxedo, NC, a few miles south of Hendersonville, NC. Nelle and Alice spent several summers at Green Cove. I visited them there several times.]

  • Sloan Bashinsky

    Sloan Bashinsky

    I’m telling some Keys fishing tales, you are the star, so far, in a FB thread Nelle started today, when she wished me happy Father’s Day. I included all the pics I have, which Nelle had saved, of you, her and me at the Fish House.[My father’s home away from home, Mile Marker 76, Lower Matecumbe Key, part of Islamorada, billed as the fishing capitol of the world]

Sending love to my Dad today who taught me most of life’s lessons while we were in a boat. The older I get, the more I miss those days chasing bonefish and the occasional pesky shark. xoxo

“When they go fishing, it is not really fish they are after. It is a philosophic meditation.”
– E.T. Brown

 
Nelle Cohen's photo.

Sharon Slay, Leo Sullivan-Bashinsky and 129 others

Comments

Leo Sullivan-Bashinsky

Leo Sullivan-Bashinsky Very nice. Thanks for the post.

Sloan Bashinsky

Sloan Bashinsky Hi, Nelle – lovely, and happy birthday to you, probably not a coincidence 🙂.

Lucy Parks Mahan

Lucy Parks Mahan Great picture!

Sloan Bashinsky

Sloan Bashinsky As I recall, the picture was taken by my brother, Major. He and his wife Gail were with us, fishing offshore that day. As I also recall, we didn’t even get a nibble.

Sloan Bashinsky

Sloan Bashinsky Or, maybe the pic was taken by my wife, Jane. She took several beautiful photos of Nelle and Alice in the Keys.

Nikki Mack

Nikki Mack Great picture!

Dianne Lawson Baker

Dianne Lawson Baker What a wonderful picture!

Anne Kelly Moore

Anne Kelly Moore Lovely photo and sentiments, though Mike Moore would say the E.T. Brown quote is something fishermen say when they don’t catch anything…

Suzy Wright Gatewood

Suzy Wright Gatewood Happy Birthday:)

Nelle Cohen

Nelle Cohen Really love these dad (Dianne Lawson Baker[Nelle and Alice’s mom]

Dianne Lawson Baker

Dianne Lawson Baker Oh I love seeing these, Nelle! My babies. ????

Sloan Bashinsky

Sloan Bashinsky Nelle, you had saved them, most were taken by Jane at the Fish House, one in the Whaler – Alice and me, i think you and Jane were up front. Do you remember that time you and Alice and I were at Bud n’ Mary’s marina, walking out onto the dock to get into a flats boat with a guide, Dewey Weber, and Alice was dwadling behind, as was her habit, and this awful moaning started up, or maybe it was shrieking, and we turned around and saw Alice holding out her poor little arm covered with pelican shit, aerial bombardment, and just naturally, you and me had to burst out laughing?

Sloan Bashinsky

Sloan Bashinsky Just got a nice pic from Alice of her babies at camp. Maybe she won’t kill me for telling that pelican howler.

Nelle Cohen

Nelle Cohen A memory I will cherish always LOL

Sloan Bashinsky

Sloan Bashinsky Here’s a pic of Alice on the off shore fishing boat when the fish were not hungry all day, but we had a good time anyhow …

Alice Bashinsky
Alice Bashinsky Pelicans. All over my cool new t-shirt. That stain never did come out. I think I have a little PTSD over it to this day.
 
Sloan Bashinsky

Sloan Bashinsky That day fishing with Dewey Weber, we started out him netting live pilchers for bait off of Indian Key, and then we headed to where he knew where a Mako skiff had sunk in Lignum Vitae Channel, and we started hooking into 2/3 pound mangrove snappers, which were stubborn and not caring to be reeled up and taken to a restaurant for the main course, so they kept diving under the Mako and hanging up your and Alice’s spinning rod lines, I think we maybe got a couple in the boat. Then I looked down at one Alice had on, which I might have hooked for her and handed her the spinning rod, and I saw this rather huge barracuda drift right up to that mangrove snapper that didn’t want to come up and go the the Green Turtle Inn for dinner that night, I mean that barracuda’s nose was about a foot from that stubborn mangrove snapper, and I casually mentioned to Alice that she might ought to reel harder on that snapper because there was a giant barracuda about to eat it, and then I said, oh, too late, all left is the snapper’s head, which Alice was now reeling up pretty easy, and I said to reel faster, ’cause that cuda is coming back, and it took the snappers head and Alice felt the strike and pulled hard on the rod and the maybe 6-footcuda exploded out of the water about 5 feet from us, it’s back arched, shaking it’s head really mad like, slinging sea water all over us, and there was a bit of shrieking from you know who, and the cuda’s big sharp teeth, putting the Red Riding Hood wolf to shame, cut that 10 pound monofilament line like it was not even there, and the shrieking kinda continued for a little while …

Sloan Bashinsky

Sloan Bashinsky Now I know she’s gonna kill me …

Alice Bashinsky
Alice Bashinsky Lord, that one’s memorable! And funny. I’m actually laughing/crying here. Of course I hardly remember laughing at the time, I was so furiously indignant and horrified. Proud of my little snapper, I was. Dad, very nice retelling, with remarkable accuracy.
Sloan Bashinsky

Sloan Bashinsky Maybe it was later that day, or another day, we were bonefishing near Lignum Vitae Key with Dewey, not seeing nary a bone fish, but packs 40-50 pound oceanic black tip (spinner) sharks were hunting in slightly deeper water along the edge of a bone fish flat, and I kept tossing a live shrimp to them, which pleased them, and I’d hook one up and hand either you or Alice the rod, and the now not in the least happy black tip would tear off about 75 yards of line, then leap spinning high as it could into the air, and fall and hit the water, and about then would break off. Plenty of shrieking in the chorus. I think we jumped maybe 10 of them that afternoon.

Nelle Cohen

Nelle Cohen It was a spectacular thrill ?

Sloan Bashinsky
Sloan Bashinsky Yeah, can’t say I ever saw a bone fish jump. I forgot to mention in my next comment just below, after that day chasing bone fish with Rick Ruoff, I took you and Alice out to about the same place near Bud n’ Mari’s in Dr. Leo’s Mako, and we wuz staked out in about 6 feet deep, starring into the water, well, I was staring for passing bone fish I never did see, and I fell out of the skiff and then had to figure out how to climb back in and save you two, and me. Then was that spring break and you and Alice brought girl friends with Jane and me, and we went out in Leo’s Mako and we did catch one bonefish, I think maybe one of your friends reeled it in after I hooked it, then I couldn’t get the outboard motor to start, and we were out there yelling at passing boats half mile away, which didn’t see or hear us, I was waving the push pole, with a tee shirt or something tied to it, and nobody saw that, then I tried the motor again and it started, and I ran us hell for leather into Bud n’ Mary’s and let you all out there and told you to call Jane to come get you, and I ran the Mako back to Caribee boat storage place, where Leo kept it, and that was a heap of fun. As I recall.
Alice Bashinsky
Alice Bashinsky Golly, I had forgotten all of that, and now it’s like it just happened! You knew how to keep your cool, because I certainly don’t recall feeling anxious in either situation. A heap of fun, indeed.
 
Sloan Bashinsky

Sloan Bashinsky Another time we went out with Rick Ruoff, bonefishing, and we were just off the flat out in front of Bud n’ Mary’s, bone fish were all over it, he cast to one, handed you or Alice the spinning rod, and then the heavens opened with that sizzling long first run. As I recall, you and Alice had a quite a few bone fish on that day, thanks to Rick. I was casting so poorly, I should have been sent back to the Fish House.

Sloan Bashinsky's photo.

Todd German

Todd German Thanks for sharing the memories Sloan. I love that you have reconnected with your daughters.

Dianne Lawson Baker

Dianne Lawson Baker Second that 😍

Sloan Bashinsky

Sloan Bashinsky Me, too; in my heart, we were together all along. Shucks, I’m getting teary-eyed.

Alice Bashinsky

Alice Bashinsky And the cycle continues. Circa 2010.

Alice Bashinsky's photo.
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a different Memorial Day – I am my brother’s keeper

lady lawyer

Kari Dangler called me yesterday morning to say, while having breakfast with Pastor Omar’s homeless congregation at Higgs Beach yesterday, a homeless man I know from Birmingham, Alabama, got to talking about my brother Major’s death in early 2010, and all the different stories he’d heard about it in Alabama before he moved to Key West to be homeless here, and what he’d heard of it in Key West from people here who knew me, or knew about me. I figured one of those people in Key West had to be Mike Tolbert, who runs KOTS, the city’s homeless shelter on Stock Island. I had seen Facebook posts by Mike strongly suggesting I had killed Major, citing a string of posts by Roger Shuler of Birmingham at his Legal Schnauzer blog.

What Kari seemed most fastened on when she called was that (as Shuler had reported it), within days of Major going missing, a Birmingham man had come to Key West to find and talk with me. So I told her what actually had happened. Later yesterday, the Birmingham homeless man from Pastor Omar’s breakfast passed by me on his bicycle, and I hailed him and he, realizing this was hardly a chance meeting, locked his bicycle to a sign post and we took a longish walk and I told him a whole lot of the story of Major’s passing, including the man who came from Birmingham to Key West, just as I had reported it a number of times at goodmorningkeywest.com, goodmorningfloridakeys.com, and then at goodmorningbirmingham.com, after it was created in 2011. Oh, it was Mike Tolbert who had introduced me at KOTS to this man from Birmingham.

So, in early 2010, I was reading in my little efficiency apartment on the back side of Wyland Gallery on Duval Street. My apartment faced where the new fire station now is. I received a call on my cell phone from a man who identified himself as Chip Hazelrig, from Birmingham. I knew my father had invested in an oil and gas business with someone named Chip Hazelrig, whom I had not, to my knowledge, ever met or even knew what he looked like. When Chip asked if this was Sloan Bashinsky speaking to him?, I said yes, and how’d you get my cell phone number?

Chip said he’d come to Key West on a fishing boat of a friend of his a couple of days prior. He had flown from Birmingham to Fort Lauderdale, as I recall, where his friend lived and kept his boat. After two days of fishing, he, Chip, was not a fisherman, he was worn out and decided to take a day checking out Key West. He had heard I might live in Key West and he decided to ask around and see if he could find me. He went into a bar on lower Duval Street, just above Sloppy Joe’s as he described where it was, asked a man sitting at the bar if he knew a Sloan Bashinsky? Yes, the man said. Do you know his telephone number? No, the man said, but his friend sitting next to him at the bar knew Sloan’s telephone number. The second fellow pulled out his cell phone and looked up my cell phone number and gave it to Chip, and he called me.

Well, I knew one hundred percent that was arranged by the angels, and I told Chip to walk down to Sloppy Joe’s and turn right and walk about 100 feet to Old City Hall on the front steps and I would hop onto my bicycle and be there in a few minutes. It  would be quieter there, and we could go around the east side of the building and sit in the shade. I suppose we talked about an hour about angels arranging his and my meeting; his and his business partner’s dealings with my father, who had died in 2006; and about Major, whose whereabouts and condition were still a mystery in Birmingham. Chip told me some pretty funny stories about my father liking to roll the dice on oil and gas deals, his wild side financially, while he was so conservative in all of his other financial affairs.

Chip had zero respect for my father’s law firm and his other trusted advisers, and for my father’s widow, Joann. Chip laid out the lawsuit they had filed against him and his business partner after my my father had died, alleging Chip and his partner had ripped off my father. Finally the lawsuit was settled for about a million dollars as I recall, which basically covered the law firm’s fee and litigation costs, Chip said. My father’s estate got little or nothing out of the lawsuit.

Chip told of one time when my father had been called on the carpet by Joann and his trusted advisers, a special meeting my father asked Chip to attend, the purpose of which was to stop my father from rolling the dice on oil and gas deals Chip and his partner were putting together. My father told them to run the potato chip company and he would run the oil and gas company. I burst into laughter, said that sounded just like my father!

I was grateful for the visit. It seemed Chip had really loved my father, and vice versa.

I reported all of that at my websites the next morning, which by then were getting a lot of hits from Alabama people who had learned of me and the websites and were reading what Major’s crazy brother in Key Weird was saying about Major. The hits for the two local websites had been running about 20,000 a month total. That month, there were close to 90,000 hits.

Unknown to me, Roger Shuler had taken a life or death (for Roger) interest in Major’s case, and was putting in his two cents worth on his Legal Schnauzer blog. He captured what I wrote of my visit with Chip and twisted it to Chip had come all the way from Birmingham to Key West just to see me. Nothing about Chip going first to see his friend and get on his friend’s fishing boat and riding it down to Key West. Nothing about the impossible Las Vegas odds against going into a Duval Street bar I had never been in and walking up to two people who knew me and learning my cell phone number, which very few people knew. To this day, I do not know who gave Chip my cell phone number. Nor do I recall any friend of mine who hangs out in Duval Street bars, other than Jack Flat’s sports bar, where I drink gingerale with fresh lime. I walk in there and sit down to watch sports events on the widescreens, whoever is behind the bar is fixing me that drink.

The great in his own mind Roger Shuler turned it into I was in on Major’s disappearance, and Chip was, too, and he came all the way to Key West to discuss it with me. I also later would learn Shuler had an Alabama following who bought his view hook, line and sinker, and Shuler kept writing about it at Legal Schanuzer, and his disciples kept buying it, even though I was making comments into Shuler’s blog, telling what the only eye witness other than Chip Hazelrig actually saw and heard go down. Much later I would learn people in Key West, like Mike Tolbert, joined Shuler’s deranged cult, and spread that fiction is always better than truth onto Key West social media.

Now when we talked yesterday morning, Kari Dangler seemed a bit on the fence after I told what when down when Chip Hazelrig was in Key West right after Major had gone missing. I supposed it’s just too far-fetched to imagine angels do exist, even if you read in the Bible they exist. Or that angels actually get involved in human affairs today. Anyone who says that is happening, especially to them, just has to be crazy, out of his mind. Or at least someone you don’t want to be seen associating with, lest people think you are crazy and out of your mind. How many times have I heard Kari tell me people say that about me, and it really bothers her? A hundred times, at least.

Even so, I knew Kari was the angels’ messenger to me yesterday, and she took that to mean she was to tell me I was supposed to write a book about Major’s passing. I said I already wrote that book on my websites. Kari said I was to write it all down into one book. I said that would be up to the angels, not to her. She said it again. I said again, it would be up to the angels, not to her. That has always bugged women I was with, that I put dream/angel advice ahead of their advice, if the angels did not agree with them, the women. Can’t help that. Women can only break my heart and cause me to wish I was dead. Angels have done far worse to me.

My dreams last night pointed me toward going from 19 to 20 for tourists on a 3-day day weekend, which Memorial Day weekend is and today is Memorial Day. I already had written a great deal yesterday about Major’s passing, which is reported below. But I had written nothing yesterday about Chip Hazelrig, a tourist. In my dream and spirit code, 1 is the number for God the Father, and 9 is the number for completion. 2 is the number for the Son of God. The dream didn’t look to me like I should write a book, but only another installment in the book already being written, And, I was to bring Jesus into it, which I already had in mind doing when I turned in about midnight last night. Maybe the jury is still out on my writing it all down in one book. Maybe not.

Below is what I wrote yesterday, starting with this post into Alabama Political Reporter’s Facebook page, which went straight into moderation and was not showing on that page:

 https://www.facebook.com/alreporter

29 May 2016

To Alabama Political Reporter:

Something came up today in Key West, where I live, that caused me to explain to two different people here, in some detail. summaries of many “articles” I published back in 2010 and later at my websites re my brother Major Bashinsky’s death. My views stirred, I heard from people I knew in Birmingham and in Alabama, a great deal of consternation and controversy, as well as got me generally labeled (there were a few naysayers) a nut case. or worse, demonic. Then enter Roger Shuler on his Legal Schnauzer blog, who took some things I had published and twisted them to suit his own view. In some cases he was joined by a Dothan journalist, whose name now escapes me.

One particular thing that jumps out right now, they published together an article saying there was no stippling around the gunshot wound to Major’s let temple, therefore the gun had to have been fired from a distance to away, i.e. by someone other than Major, whose loosely trussed hands and wrists could not have done, but could have done a muzzle against the head shot. The coroner’s report, that is the medical examiner’s, said there was stippling, which meant the gun muzzle was pressed against Major’s head when the gun was fired. It took me quite a while to get Roger to see this, and then he wrote a lame excuse in his blog. The Dothan journalist replied, basically, so what? She did say something about why did I get my panties all in a wad? Dang I wish I could remember her name. Let me go try to run that down. Be right back.

Okay, Lori Moore is her name. Ironically, before that and her becoming convinced Major did not kill himself, to the point she would fabricate evidence, Lori had written to me during a discussion involving other people and myself about my state of mind:

“MRI? Doctors? No……you don’t have a medical condition Sloan. I view what you have as a gift. I know you may disagree with that when the Angels are tough on you and put you through hell at times. But I believe you were chosen for a reason. At times, I know I am lead by something…………..something led me to look further into the death of Major and then to you. MPD affects many people, but you are not one of them. Usually MPD is a result of childhood tragedy, where alters are formed to handle with those difficult emotions. Many of those with MPD don’t remember events when their alters take control……….they have periods that they don’t really know what happened. A doctor can’t help you. You were chosen and that is your life. Be yourself…….you can’t change it. I enjoyed reading your words about me in your post the other day. One day, I want to meet you face to face my friend. You are truly a unique and amazing fellow. Hugz~”

So, what am I getting at here? Well, first, this former Birmingham practicing attorney never once considered suing Roger Shuler over his wild what I personally viewed as deranged theories about my brother Major’s death, including I was in on it, and Major’s first wife and his and my stepsister who died of cancer following his death, and his and my first cousin killing himself and leaving a suicide note, were further suspicious Bashinsky family events in the wake of Major’s death, which I suggested in several posts before it was even known he was dead, was suicide made to look like murder, which is what the Jefferson County Coroner and the Birmingham Police Department detective assigned to the case eventually concluded themselves, according to a Birmingham News article I read online, and heard from other people in Birmingham and in Alabama.

Shuler and Moore were hardly alone in refusing to accept that “verdict” – however, Major’s first wife told me she thought he had killed himself and tried to make it look like murder. Oh, a friend of mine up there told me on the telephone, before the Birmingham News article mentioned above, that he had some kind of line into the FBI which was on Major’s case from the get go, and the word coming to him on his line into the FBI was to not necessarily expect a murder finding. Early on in the matter, that same friend arranged for a Birmingham News business journalist, who had asked if I might do a telephone interview, to call me in Key West where I lived. As I recall, this was the 3rd day after Major had gone missing, the same day I had learned of it; that I do recall.

The journalist called me and we talked maybe half hour about Major and my father’s company, Golden Flake (Golden Enterprises, Inc.). It was a straight forward, nothing mystical conversation. But at the very end, the journalist asked me if I had any other idea about that might have happened to Major, other than he had run away from home or had been kidnapped? I said, well, since he asked, just before he called me, it came to me from out of the blue that Major had killed himself and had tried to make it look like murder. The journalist said cold chills were running up and down his spine, because the same thought had come to him just before he had called me. I knew in that moment what had happened to Major, there was no other conclusion as far as I was concerned, but I was hesitant, of course, to flat out state on my websites that was the actual cause of death. I presented as what I was hearing from angels.

Of course, the journalist did not include that in his article, and, not surprising to me, the article he wrote, and called back to me and read the parts about what I had said, before he submitted it, did not, as he had said would happen, run the next day in the Birmingham News. Nor did the article ever run. When I called him about that, he said something like, “We (higher ups) decided to hold off and go at it another way.” I was the only family member left alive who had a knowledge of the company, who had actually worked there a good while; I could and did, to the News journalist, substantiate the allegations in the “threat letter” I was pretty sure even then Major had typed, saying the management and major stockholders were sucking money out o the company via dividends, to themselves, and if that was not corrected further action would be taken. The principal beneficiary of the dividends was my father’s widow, and before he died he was the principal beneficiary. I stood to gain nothing from Major’s death. I had not seen or heard from him since shortly after our father died in late August 2006. I had not left the Florida Keys since late 2008, a brief trip to Birmingham no one in my family knew I made.

All of that and much more I published at goodmorningkeywest.com and goodmorningfloridakeys.com, and then at goodmorhingbirmingham.com after it was created in June 2011. All along, Roger Schuler kept resurrecting his bee against what looked to me like the whole wide world compressed into the death of my brother, which Shuler could not accept was suicide. Nor, I don’t imagine, did more than maybe half a dozen people in Birmingham and Alabama, who were not connected to local law enforcement, the county medical examiner’s office and the F.B.I. I could write, and actually have written, a very long book about Major’s death and the ordeal, external and internal, I endured telling it from my perspective, which early in the game, before his body was found in the golf course pond, caused the Birmingham News to block me out of its blog under its articles having to do with Major and his and my family and Golden Flake.

Although I published several times that I would be happy to be interviewed by law enforcement about Major, I never was contacted by law enforcement. Perhaps they thought from reading my website, they knew everything I could have told them. Perhaps not. If, for example, they had showed me the surveillance camera still shot of the man believed perhaps to have been Major in 5 Points Hardware, shortly after Major last was seen in the nearby Starbucks, buying rope and duct tape (to tie himself up with after wrapping his head and mouth in duct tape), I would have said that absolutely was Major. I could tell from his profile, body shape, posture. I only saw that still shot after I made a public records request in 2011 to the FBI for their entire file on Major.

Well, if APR has any interest in interviewing me, either in writing (email) or by telephone, if it is recorded verbatim and I’m sent a copy of the recording, then below is how to reach me. I have plenty more to tell, which I promise will not sit well with Roger Schuler and Lori Moore, and hordes of like-minded people in Alabama, and even here in Key West and the Florida Keys :-).

I saw online today that Roger Shuler’s woes dramatically rose after he finally was released from jail for what he published about Alabama politicos – a $3.5 million libel verdict. Now, finally, he had a lawyer trying to help him get out of that.

Sloan Bashinsky

Sloanbashinsky@outlook.com

305-407-4285 

(not holding my breath, more about Major’s passing at the end of this post today)

I then went online and found several links on Blogger Roger Shuler fighting $3.5 million judgment, here is one, I added Roger’s jail mug shot:

Kent Faulk | kfaulk@al.comBy Kent Faulk | kfaulk@al.com (The Birmingham News)
on April 24, 2015 at 8:35 AM, updated April 24, 2015 at 9:55 AM

DIV7 Scales of justice & gavel_full.jpeg Roger Shuler

Roger Shuler, an Alabama blogger who spent five months in jail before agreeing to remove stories from his website about the son of a former governor, has asked a judge to toss out a recent $3.5 million judgment against him in another case.

Shuler, who operates the website Legal Schnauzer, on Thursday afternoon, filed a motion through his attorney asking Jefferson County Circuit Judge Donald Blankenship to vacate his April 13 default judgment against Shuler for $1.5 million in compensatory and $2 million in punitive damages.

Shuler also asks the judge to grant him leave to file an amended answer and counterclaim, and enter a new scheduling order sufficient to allow time for discovery in the case.

Blankenship had entered the default judgment against Shuler in a 2013 defamation lawsuit brought by Jessica Garrison, a Birmingham lawyer and former campaign manager for Alabama Attorney General Luther Strange.

Efforts to reach Garrison or her attorneys Friday morning prior to publication of this story were unsuccessful.

Shuler had written about an alleged affair between Strange and Garrison, both of whom testified at a hearing that the allegations are false. Blankenship found the comments defamatory. One of Garrison’s attorneys said after Blankenship’s $3.5 million default judgment that the allegations were libelous, were plucked from thin air, and were “cyber-bullying of the worst order.”

Shuler filed an initial response denying Garrison’s claims but failed or refused to sit for a scheduled deposition and did not attend a hearing that resulted in the default judgment.

Prattville attorney Davy Hay, who entered an appearance in the case on April 18 on behalf of Shuler, stated in Thursday’s motion that the court had issued an order in the case May 9, 2014 changing Shuler’s address from the Shelby County Jail to an address in north Shelby County.

“However, the aforementioned address was no longer the defendant’s (Shuler’s) residence by virtue of a recent foreclosure. Therefore, he did not receive notice of this court’s scheduling order or any subsequent documents filed in the case,” according to the motion.

Hay states in the motion that Garrison failed to ascertain Shuler’s whereabouts and provide proper notice regarding hearings or filings in compliance with his due process rights, especially considering Shuler was representing himself at the time.

“Now that defendant (Shuler) is represented by counsel, he understands he had a duty to notify the clerk of court of any address changes, however, several circumstances prevented him from doing so,” according to Hay’s motion.

According to the motion those circumstances were:

“Mr. Shuler and his wife lost their home and were facing the very real possibility of being homeless. This being such a pressing and immediate issue, all other concerns had to be given lower priority

“Mr. Shuler had just spent five (5) months in jail, which began with being beaten by law enforcement officials in his own home and wrongfully detained, in violation of his constitutional rights”.

Mr. Shuler and his wife experienced excessive psychological trauma, resulting in the defendant spending six (6) days in a psychiatric unit, in direct relation to these events, and was diagnosed with Post Traumatic Stress Disorder.”

“Mr. Shuler has a good-faith belief that his very life has been in actual peril as a result of his reporting. Accordingly, he has been and continues to be highly reluctant to submit to the authority of the state after what he perceives to be illegal attacks against his person, his family, and his rights as a citizen of the United States.”

Hay states in the motion that Shuler has a meritorious defense in the case, “and by virtue of evidence currently in his possession and that which can be obtained through exhaustive discovery, shall show that the case against him is frivolous and nothing more than an attempt by the plaintiff to unconstitutionally bully the defendant (Shuler) into silence.”

Hay argues in the motion that Garrison is a public figure, based on her work on Strange’s campaigns, her appointment as Chief Counsel and Deputy Attorney General of the state of Alabama in 2011, and her position as director of the Republican Attorneys General Association. If Garrison was to be considered a public figure, rather than a private citizen, it would raise the burden to that of proving actual malice, the motion states.

Shuler was charged with resisting arrest in October 2013 when he was taken into custody on a contempt of court charge filed by judge after Shuler, at least initially, refused to remove stories he had written on Legal Schnauzer that Rob Riley, the son of the former governor, had an affair.

Rob Riley had sued Shuler for libel and sought the injunction to force Shuler to remove the posts. The judge ordered Shuler to remove the post and ordered the blogger jailed for contempt when he didn’t do it immediately. Shuler remained in jail until the judge ordered his release in March 2014 after his wife removed certain stories from the blog.

Shuler’s incarceration for contempt drew national attention from groups that claims Shuler’s First Amendment rights were violated. The ACLU and Reporters Committee for Freedom of the Press filed briefs on his behalf.

Sloan Zach 2

I, Sloan, was unable to find anything newer online about Shuler’s attempt to get the $3,5 million default judgement set aside. I felt sorry for him when he was in jail, because he had gone after politicos and their families, and I was somewhat aware of the often rotten state of affairs in Denmark, er Alabama politics. I corresponded by email with Shuler’s wife and urged her to persuade him he had made his point, the entire world knew what his point was, that was never going to go away, and he should tell the Alabama judge he would take down his blog about the Alabama politicos and their families, if the judge would just let him out of jail, so he could do just that. From the jail, he could not take down those parts of his blog, which predicament did not seem to bother the judge, as I recall reading the saga on Shuler’s blog and in Alabama newspaper reports. So, it looks like that’s what Shuler finally agreed to do, and he was released from jail, or he got someone to do it, who had the pass code to the blog, which I told his wife was another way to do it and obey the judge and get her husband out of jail. (Jesus said to forgive and do good to and pray for our enemies.)

Robert KrutkoRobert Krutko’s jail mug shot

Shuler’s case kinda reminds me of what our own Judge David Audlin and then State Attorney Dennis Ward and his chief prosecutor Mark Wilson did to Robert Krutko, who put on other people’s (not my) websites rather unflattering allegations against local lawyer Michael Halpern and his business partners in the tour boat Fury, and the City of Key West, which allegations I thought were mostly true, but Krutko went at it like Shuler, representing himself, not showing up for court hearings, getting a default judgment against him in a libel and injunction lawsuit, and not being able to take what he had alleged down from other people’s websites over which he had no control. For all of which he was held in CRIMINAL CONTEMPT in a civil case, and extradited by Ward and Wilson from his home in Ohio back to Key West. Just the extradition itself was straight from hell, and it caused me to publish Audlin, Ward and Wilson all should be put in the penitentiary, and nobody sued me about that – yet.

Audlin later resigned after somebody found his online selfie sex ad and spread it around.

GAYSEXSEX SCANDALSSTATE JUDGES

Judge’s Sex Ad Found On Internet Hookup Site

By 

48 Comments /

98 Shares

/ Jan 16, 2014 at 1:20 PM

We’ve written about judges involved in sex scandals with prostitutes. We’ve written about judges involved in sex scandals with litigants. We’ve written about judges involved in sex scandals over nude photographs. We’ve never written about judges involved in sex scandals on internet hookup websites — but we’re about to do just that.

If you want to stroke it, this Florida judge will tell you exactly how big his gavel is….

JAABlog reports that the following ad was found on Manhunt, “the world’s biggest gay hookup site”:

JAABlog says this ad was found on another online dating site of a similar ilk (note the screen name):

Who is this guy? As JAABlog notes, this fellow “bears a remarkable resemblance” to David Audlin, the Chief Judge of the Sixteenth Circuit Court of Florida. Audlin’s judicial assistant issued a “no comment” on his behalf. It wasn’t an outright denial, like the one that a certain federal judge issued regarding allegations that he once did a stint in nude modeling, so it could still be true.

We checked to see if Audlin could be found on any other social networking sites, and lo and behold, he’s apparently on Facebook, wearing the same shirt seen in the Manhunt profile picture featured above:

Chief Judge David Audlin

FYI, the David KW profile on Manhunt has since been deleted since its existence came to light.

Here’s JAABlog’s take on the issue, which we’re inclined to agree with:

In any event, judges are people too. Dating sites are A-OK in our book. But, does it amount to an appearance of impropriety for a judge to advertise his gavel length and width, or fudge on the “What I do” bio section by stating “Attorney”? And since Key West is a small town, shouldn’t everyone be on notice if they’re hanging with a judge, to avoid the surprise of a lifetime if they ever have to go down to the courthouse?

Maybe these profiles were posted by a disgruntled litigant, and maybe they weren’t, but more power to Audlin if they’re real. Everyone needs to get some, even judges. Protip: next time you might want to be a little more discreet, Your Honor. No one in your courtroom needs to know how you like your gavel banged.

LET’S GET SWEATY! [JAABlog]

Sloan Zach 2

I, Sloan, heard, or read online, that Judge Audlin claimed his privacy had been invaded, which sounded a bit like what Michael Halperen and his Fury associates were claiming. I did not weep for Audlin, after what he had done to Robert Krutko. Karma has creative ways of playing out, and she decides how that goes, and for how long. (Jesus said, as we sow, so shall we reap.) She’s been ripping me up for most of my life in my G.I. tract for something awful I did when I was 15 years old. 

It was only in 2010, though, that I came to see that, around the time I was trying to help Major’s soul, because he could not be allowed to get away with what he had done, which put my father’s widow and his children and grandchildren, except for me, in fear they would be killed because of the Golden Flake dividend policy. The killer got caught by angels who told the killer’s own brother, and then the killer got caught by the county coroner and local and federal law enforcement. (Be our brother’s keeper.)

I published numerous times that what drove Major to kill himself and try to make it look like murder was he was bisexual and was still in the closet in Birmingham and someone who knew he was bisexual and had it in for him and was going to out him and there was nothing he could do to stop it, and since his image was more important to him than anything, he contrived a really theatrical exit, which all but a very few people bought. I published that I was told in a dream that it was an old girlfriend of his, I named her, who had it in or him and was going to out him.

Maybe a couple of years later, I reported having received a long email from a woman I did not know, who had stumbled across one of my posts about Major. She said she had worked in administration in the University of Alabama in Birmingham. In her office was a gay man who had befriended her. She was not gay, but had little social life. He invited her to an event he said involved a secret gay men’s society. She went with him. During the evening, he pointed out different members of this secret club, they had club names, which were different from their real names. He pointed out a man to her, and said that’s Major Bashinsky, but in this club he is known as …. She said Major seemed to spend a lot of time posing, he was good looking.

Major missing

I told her she was the angels’ way of telling me I was correct about Major being bisexual, which I had known since around 1970, when he drove to San Francisco with a gay friend of ours, to live there. The gay friend returned to Birmingham. After a while, Major moved to Alta, Utah. Then, to Key West. Then to St. Petersburg. Before finally returning to Birmingham and meeting, through me, a woman who would be his first wife, and attending Cumberland Law School at Samford University in Birmingham. This woman who had worked for the University of Alabama in Birmingham declined to give me permission to publish her and my extensive email correspondence about Major. After some time had passed, I briefly summarized it in a post at my websites, without providing any further information that might identify her.

Even later, someone who should have known told me Major was deeply in debt when he died, and he had a several million dollar life insurance policy, and the proceeds went to his second wife. The policy had the standard “suicide clause”,  saying the insurance company did not have to pay if Major killed himself within, probably, two years after the policy was issued. Major died after the suicide clause expiration date, so the insurance company could not deny payment based on suicide.

All of that drama aside, I published shortly after learning Major was missing that he had repeated the very same aggravated little league father syndrome with his hugely-gifted athletic son by his second wife, which he had inflicted on his hugely-gifted athletic son by his first wife, which had caused his first son to  rebel and walk away from a truly promising athletic career and then have many very serious problems, which led to very serious problems between him and Major, and between his mother and sister and Major. I published that it simply was not going to be allowed by heaven for Major to repeat living through (rape) his second son, and that’s the real reason his time had come to leave this life, of which he was not consciously aware.

The way the angels arranged for me to see that was, first, I felt compelled to go online and see if Major had website. Yep, his law firm had a website. And on it was a page devoted to the extraordinary athletic prowess, swimming and golf, of his still very young son by his second wife. Then came an email from a Birmingham woman I did not know, saying she slightly knew Major via one of her children and Major’s son being on the same swimming team at the Birmingha County Club. She was reading my Major posts at my websites. She’d had a dream of a pensive, or worried, Major pacing up and down the side of the swimming pool at Birmingham County Club, and his young son was in the pool, swimming. I replied, perhaps the dream meant Major was alive, trying to work something out having to do with his young son?

After I published all of that, I noticed the page on Major’s website about his second son had been taken down. Not by Major, who already was dead but his body had not yet been found. After Major’s body was found, I understood the soul reason his time had come.

man-o-war-bird.jpgman o' war bird flockman-o-war-birds.jpg

When Kari called me just a bit ago, she asked if I’d seen the front page article in today’s Key West Citizen (www.keysnews.com) about man o’ war birds, and the fish & wildlife services using man o’ war decoys out in the Marquezas west of Key West to try to lure man o’ war birds to gather and start breeding there again, like they did in times past? I said, yeah, I’d seen that article, and I knew it meant spiritual warfare for me today. I have told Kari many times that’s what my seeing a man o’ war bird heralds for me, and she has seen that proven true many times.

We talked several times this morning, until Kari told me something that had happened last year, when she was in the jail, which involved something I was working on very hard to try to help her, which she had just not thought to tell me, “It never came up.” How many times has that happened since I have known her – “it never came up” – but was the key piece to the whole thing going on? It never came up, I always said, because she did not then want me to know it. And when she did tell me, finally, it was like ground zero Hiroshima, for me, and she will not, in my estimation, ever understand that, unless the angels give her a brain transplant. Not picking on her, that’s what humanity, in the main, needs. 

Make no mistake, there is very little fun about being run by angels and Br’er Jesus.

work mule

sloanbashinsky@outlook.com

Posted in Today's Vulcanite | Leave a comment

Not my will, but God’s be done …

Jesus and leper 2

Jesus ministers to leper

MagdaleneJesusFeetHair

Mary Magdalene ministers to Jesus

I suppose a candidate for public office’s “religious views” are fair game for the general public to gander. I certainly express my “religious views” frequently, but yesterday something from the past came back to the future in private Facebook chat from someone I don’t personally know, who lives about 20 miles south of my home town, Birmingham, Alabama. He originally started the Facebook chat in April 2010, in response to something I had published at goodmorningkeywest.com or goodmorningfloridakeys.com, regarding my brother Major’s suicide in March 2010. I was getting considerable online attention and scrutiny in Birmingham at that point in time.

  • Conversation started April 29, 2010
  • Bob Cleveland

    4/29, 11:00am

    Bob Cleveland

    No advice, but can you read Psalm One, and make it mesh with your last paragraph (not the p.s.)?

    That person is like a tree planted by streams of water, which yields its fruit in season and whose leaf does not wither– whatever they do prospers. 2But his delight is in the law of the LORD, And in His law he meditates day and night. 3He will be like a tree firmly planted by streams of water, Which yields its fruit in its season And its leaf does not wither; And in whatever he does, he prospers. 4The wicked are not so, But they are like chaff which the wind drives away.…

  • Sloan Bashinsky

    4/29, 11:29am

    Sloan Bashinsky

    Thanks. Not sure God views me like that man in Pslam 1 — feels more like I’m doing the Job thing. Might have a sequel tomorrow of today’s.

  • Bob Cleveland

    4/29, 11:36am

    Bob Cleveland

    I’d rather imagine you’d want to be that guy in Psalm 1. I know I do.

  • April 29, 2010
  • Sloan Bashinsky

    4/29, 5:18pm

    Sloan Bashinsky

    True, and often have I been told to listen to what others have to say, because they might be speaking for God to me, but always I’m to take up with God what I need to hear. My experience, God’s perspective is often very different from my perspective, and seldom in agreement with what other people tell me. I suppose that was Job’s experience, too, but he had the fun time of having the devil unleashed on him. I don’t know if that’s what happened to me, but it sure feels like it most of the time, and I ain’t near as reverent and respectful about it as Job was, maybe because that might have been a made-up story. I’d hate to think it wasn’t made up, but sometimes I fear it wasn’t. That part in the Gospels where Jesus said his yoke was easy and his burden light, I ain’t never been able to make any sense of that. Having God on my case ongoing provides a sense of security, as opposed to not feeling God on my case, which I have experienced and it’s very unsettling. Maybe that’s related to the peace of God which passes all understanding. Or maybe it’s just a kind of security blanket, being glad God’s around, even if it feels horrible most of the time. Obviously this is not one of my better days, nor was yesterday. The day before yesterday was a little better. I remember spells, though, when it was a lot rougher than now. One spell was so rough I gave up altogether.

  • Bob Cleveland

    4/29, 7:53pm

    Bob Cleveland

    Referring to the Bible, I always figured I’d just buy the whole thing. At least what I could understand of it. And, at that, realizing that God reveals stuff to us through it, it’s not that I could figure it out on my own.

    Otherwise, I’d be condemned to constantly critiquing it, and I could never learn from it.

    Hence my feeling is that the Job story is literally what happened. And none of it was Job’s fault .. it was all God’s decision but in the end, Job ended up with twice what he’d ever had before. Plus if we’d ask Job right now, he’d probably say it was worth it if only for the encouragement he could see over the last couple thousand years, that his story’s been to some people.

    You’re a far more educated and if I might use the term brilliant, man, than I am. I flunked out of my first year at Purdue and quit after 7 weeks at Butler. I’m also aware (I think I heard) that your law degree would be viewed today as a JD, and that’s quite an accomplishment.

    And you are right about God using His followers down here to do some of the work, here.

    It might be considered a bit escapist to think that God’s really involved in what goes on down here, including for instance, the airplane crash action against the FAA. I know (at least I think I do) how much you might have beaten yourself up over that; it showed in what you said and in the email exchanges you posted (which was a pretty admirable act of transparency in itself).

    I think God wants you to have good days. Anything I can do to assist in that, well, I’m old and retired and other than cardiac rehab on Mon-Wed-Fri’s at 7am, I don’t even HAVE a schedule. As in anything else to do.

  • Sloan Bashinsky

    4/29, 9:33pm

    Sloan Bashinsky

    I’m reminded of a rural Christian minister I met in the fall of 1998, a few months after I came out of a 16 month hell hole which had been imposed on me from above. My recovery and accompanying healing were pretty ragged and strenous. My mind was in tatters and was taking seasons to start functioning in what felt like an okay manner.

    I was introduced to this minster by a Christian intercessor, because he had been though a very rough time himself, and had been hospitalized during it. The psychiatrist assigned to him accepted his sense that it was a God-imposed passage, or at least saw no problem in testing that theory, as the patient showed no signs of causing trouble to himself or others. So the psychiatrist did not use pills, injections or electroshock. Eventually, the dark night passed and the patient was okay. The psychiatrist was okay with it and released the patient.

    He told me this when I met him. He then was pastoring three different rural churches, riding the circuit so to speak. When I said I felt the entire Bible was written in code, and to read it literally missed the entire point, he said that was true. When I said Revelation was something that happened in John, something he lived through, the minister said that was true, also. When I said I’d never heard of a Christian minister with that point of view, he said he had a number of friends who were ministers in other states who had that view, and sometimes they got together for a few days to talk about things they had not one else to talk with about those things.

    Even before the hell hole came, I was being shown different ways of looking at some Bible passages, than the way I had always been taught to look at them. After meeting that minister, that teaching continued, mostly from the spirit side, as I never ran into another minister like him, and even he and I did not see eye to eye when I told him I was involved with a woman God was trying to take back into Eden with me, and me with her, paradise mating I called it then, and sometimes still do.

    God never told Adam and Eve they couldn’t come back, but to come back, they had to be taken through the fire swords weided by the two Cherubim, repeatedly, until they were purified and would not threaten the Tree of Life and its ways. I made that journey part of the way with five women, so far. It’s for real, but it’s probably impossible to understand it until it happens to you. It’s not a whole lot of fun either, although some of it is truly splendid and not at all of this world.

    To most people,I look like I’m retired, because they only look at the outside me. If they could see the inside, they would have a different viewpoint. Maybe you are being readied to work in ways a bit different from the way you worked before you were “old and retired.” Maybe you are already working in that way and are being moved deeper into it. The Bible is a tremendous teaching tool, but all too often, as you seem to see, it is shrunk down to what people want it to mean, which makes it harder for God to expand those people’s perspectives, thus how they go about living.

    I sort of doubt you can help me with the inner hardships, but we might have some things we will be shown to do together. I never know where anything is going when it shows up, and it’s always a good idea for me not to try to try to figure it out, but to let it be shown to me, as it unfolds, what my part in it is. This usually requires using my mind as an observer and receptor and decoder, with angelic input for the decoding. Very different, the opposite, in fact, of how I used to go about life.

  • Bob Cleveland

    4/29, 9:58pm

    Bob Cleveland

    Interesting.

    Let’s keep in touch. As the photographers used to say before the age of digital photography, let’s see what develops.

  • April 30, 2010
  • Sloan Bashinsky

    4/30, 10:48am

    Sloan Bashinsky

    Roger that. I used the beginning of your and my back and forth yesterday in today’s post. I need to spend time contemplating your suggestions and encouragement. It’s not easy to see so good when it’s me roasting in the flames.

  • Bob Cleveland

    4/30, 11:04am

    Bob Cleveland

    Thanks, Sloan.

    Referring back to Psalm 1, the first 3 bullet points all pertain to things we can do. Or rather, avoid doing. Verse 3 then describes what God wants to do in the life of guys who do the first 2 verses.

    I just get the idea that God wants to bless His kids.

    Psalm 1-3
  • May 2, 2010
  • Sloan Bashinsky

    5/2, 10:35am

    Sloan Bashinsky

    I agree, but am a bit fuzzy on when the blessings might come, if even on this world. Jesus seemed to be blessed with great difficulty on this world, as he built up a huge amount of spiritual capital.

    I came to be of the view that we all are God’s kids, and the difference between Jesus and those who met him was he knew this and they didn’t, and he tried to explain it to them and show him how to be like him.

    In later 1993, this verse came to me:

    “God’s gifts are not for sale but are freely given to angels, saints, sinners, devils and fools alike, for all are God’s children.”

    It was around then I came to view the Parable of the Prodigal son as a story Jesus told on himself; he once had been prodigal, otherwise how could he minister to other progidals?

    I also came to view that parable as a prophesy of the eventual redemption of Lucifer, who also is one of God’s kids.

    And I came to view the older brother in that story, angels who had never left God, and the brother I did not care to be at the end of that story.

    In the spring of 1994, this verse fell out of me:

    Earth, The sacred prism through which souls are refracted into their elemental parts, Purified in Holy Fire, Then one-forged and sent on their way to not even God knows where, Simply because they are all unique emanations of God, Evolving . . .

    In August of 2000, this verse fell out of me . . .

    Paradise . . .

    All fig leaves burn All ugly seen All truth beauty All pain loved All people one All time now

  • Tuesday (yesterday, 4/19/2016, about 6 years later)
  • Bob Cleveland

    4/19, 8:13pm

    Bob Cleveland

    How are things in lovely Key West?

    Got reasonably close to Key West a couple weeks ago.

    on a cruise ship coming back from Panama a woman got deathly ill so the captain diverted toward Key West so the Coast Guard Chopper could come get her very interesting to watch

  • Sloan Bashinsky

    4/19, 8:18pm

    Sloan Bashinsky

    depends on who you ask … hope the woman the chopper came and got is doing okay … hope you are doing okay

  • Bob Cleveland

    4/19, 8:19pm

    Bob Cleveland

    i am, but getting old

    and how are you?

  • Sloan Bashinsky

    4/19, 8:27pm

    Sloan Bashinsky

    I don’t know how I’m doing

  • Bob Cleveland

    4/19, 8:28pm

    Bob Cleveland

    I’m guessing you really do

    you may not know how others think you’re doing

    but you know, yourself

  • Sloan Bashinsky

    4/19, 10:19pm

    Sloan Bashinsky

    I don’t know how I’m doing, it would only be a guess

    stress level extreme, that’s no guess

  • Bob Cleveland

    4/19, 10:28pm

    Bob Cleveland

    might stress have been one of the reasons you opted out of the high-flying corporate life? and the wonderful world of lawyers and suits?

  • Sloan Bashinsky

    4/19, 10:38pm

    Sloan Bashinsky

    There was plenty of stress in both arenas, but the reason I opted out was it was not working for me in those arenas, I was seriously physically ill, and otherwise seriously ill, I knew it, I tried other arenas with similar results; the internal stress did not change through any of it; the angels then came and introduced me to an entirely different variety – varieties – of stress, to go along with the stress already going on internally. It’s all very loud right now; debilitating in human arenas, beliefs, ways, expectations, potential; incomprehensible to maybe all but two people I currently am currently involved with, perhaps only one those two really has a clue, she lives in north Georgia, is getting a lot of similar herself; the one here is not yet woke up enough to comprehend even her own dilemma, much less mine – angels.

  • Bob Cleveland

    4/19, 10:38pm

    Bob Cleveland

    I may hav some good news for you

  • Sloan Bashinsky

    4/19, 10:40pm

    Sloan Bashinsky

    I’m checking out of here?

  • Bob Cleveland

    4/19, 10:40pm

    Bob Cleveland

    no not at all

  • Sloan Bashinsky

    4/19, 10:40pm

    Sloan Bashinsky

    Or being checked out?

  • Bob Cleveland

    4/19, 10:40pm

    Bob Cleveland

    the Lord said his prime directive was to love one another as He loved us

    that replaced ALL the old testament rules

    and love our neighbor as ourself

    which means

  • Sloan Bashinsky

    4/19, 10:41pm

    Sloan Bashinsky

    Yeah, I know that, but it was Jesus, I view God as the Lord

  • Bob Cleveland

    4/19, 10:41pm

    Bob Cleveland

    we need to love ourself as He loved us

  • Sloan Bashinsky

    4/19, 10:42pm

    Sloan Bashinsky

    Jesus was the postman, who lived the way so others would know what it looked like

  • Bob Cleveland

    4/19, 10:42pm

    Bob Cleveland

    what if you found that God called Jesus “God”?

  • Sloan Bashinsky

    4/19, 10:43pm

    Sloan Bashinsky

    Well, I suppose God called all people God, since they all came out of God; and all of the Creation, too; and not just this planet and the creatures and plants living on it

  • Bob Cleveland

    4/19, 10:43pm

    Bob Cleveland

    never called annyone else God

    that I have seen

  • Sloan Bashinsky

    4/19, 10:45pm

    Sloan Bashinsky

    I wasn’t there, I didn’t hear it; I hear plenty, but not that; I hear Jesus knew what he was, the people around him had no clue who they were (except for Magdalene and Judas, they knew); Jesus told his disciples in the Gospels, they could be like but not greater than he; so if he was God, so could they be, but that’s not how I read that passage; only that they could advance to where he was when he told them that

  • Bob Cleveland

    4/19, 10:46pm

    Bob Cleveland

    I wasn’t there but thankfully HE wrote it all down

    And Jesus did not say they would advance

    He said His followers would do “greater things than these ”

    in the original language the words mean “to a greater extent”

  • Sloan Bashinsky

    4/19, 10:48pm

    Sloan Bashinsky

    If you are talking about the Gospels, he did not write any of that down, and what was written down was only a tiny piece of what all Jesus was about, as Peter himself said in one of his letters: if it had all been written down what this man Jesus did, it would take all the books in the world, or something along that line

  • Bob Cleveland

    4/19, 10:48pm

    Bob Cleveland

    certainly would

    but He also said ALL scripture is “theopneumos”

    God-breathed

    but one clear fact is that GOd loves you just as you are

    no “if’s”

    no “unless’es”

    HE just loves you

    hence you need to love yourself

    the way He does

    and be free from all the “ought to’s”, “shoulds”, and all the other rules that even the conventional church throws at folks

  • Sloan Bashinsky

    4/19, 10:53pm

    Sloan Bashinsky

    I think you are correct about God loving us as we are, uncondtionally; alas, humanity was so screwed up that one like Jesus showed up in its midst, to show it how screwed up it was (in that small region of the world), and how to go about things differently; and he was so well received and what he taught did not carry though well, but was replaced with a magic salvation formula which certainly pleased Lucifer and left Christendom hanging onto a molecule, instead of onto what is incomprehensible.

  • Bob Cleveland

    4/19, 10:53pm

    Bob Cleveland

    Lord’s message was really simple

    “trust Me”

  • Sloan Bashinsky

    4/19, 10:57pm

    Sloan Bashinsky

    Jesus himself has been on my case a long time, with help from Archangel Michael and Melchizedek. Up close and personal. I don’t get to sit down face to face with God, they are in the way of that, and, frankly, I don’t imagine God speaks to anyone on this planet, but uses trusted angels to do that, and human beings mistake those angels for God, or sometimes see they are angels. The same principles apply, though, which you have summarized, including trust, or faith. You asked me how I was doing, I gave you and honest answer, then you toss the Bible at me. That’s your good news? Jesus was the good news. The Bible is a molecule in comparison.

  • Bob Cleveland

    4/19, 10:59pm

    Bob Cleveland

    you brought up the angels

    the only reference book I have for them is the Bible

  • Sloan Bashinsky

    4/19, 11:00pm

    Sloan Bashinsky

    Unfortunately for humanity, with a few exceptions, Jesus was not received; perhaps a time will come when he is received; if that happens, this world will be very different , meanwhile, with a few exceptions, its really screwed up, and that’s above my pay grade; I’m at my limits engaging what is arranged daily for me to engage, and nightly …

  • Bob Cleveland

    4/19, 11:00pm

    Bob Cleveland

    so that is where I surmise some answers might lie

    angels are GOd’s messengers sent for specific tasks

    they will never go against what God has said in His Word

    they are loyal

  • Sloan Bashinsky

    4/19, 11:01pm

    Sloan Bashinsky

    The Bible has answers, but few people use it correctly, because they are locked into the dogma and superstition and fake salvation formula; unless you have having direct engagements with angels, you might wish to not assume you know what they are or are about

  • Bob Cleveland

    4/19, 11:02pm

    Bob Cleveland

    the only person who need to use it correctly is you

    t0 be of any benefit to you

  • Sloan Bashinsky

    4/19, 11:03pm

    Sloan Bashinsky

    There is no comprehending the direct experience with angels by reading the Bible; only a faint impression can be gleaned

  • Bob Cleveland

    4/19, 11:03pm

    Bob Cleveland

    my opinion as to what angels are about can only be what the Bible sets forth

    and remember satan was an angel at one time, too

    but he rebelled

  • Sloan Bashinsky

    4/19, 11:05pm

    Sloan Bashinsky

    I will sleep on what parts of the Bible I need to be embracing and living right now, it will be shown to me in dreams and other ways, if such are presently applicable; Satan still is an angel, and Lucifer, too; but they have cut themselves off from God, so they feed on sentient beings who still have some connection with God, to keep from starving to death

  • Bob Cleveland

    4/19, 11:05pm

    Bob Cleveland

    sleep on it

    as you said

  • Sloan Bashinsky

    4/19, 11:05pm

    Sloan Bashinsky

    And, shockingly, God loves Satan and Lucifer, as much as God loves you and me, and Jesus, and Michael, and Melchizdek, for examples

  • Bob Cleveland

    4/19, 11:06pm

    Bob Cleveland

    does He say that?

  • Sloan Bashinsky

    4/19, 11:06pm

    Sloan Bashinsky

    you said it, but you did not know you said it

    God loves us all

  • Bob Cleveland

    4/19, 11:07pm

    Bob Cleveland

    us

    me us not an angel

    me IS not an angel

    created beings and not made in His image, which you and I are

  • Sloan Bashinsky

    4/19, 11:08pm

    Sloan Bashinsky

    All of God’s children, angels, human beings on this planet, sentient beings not on this planet, fallen angels, the whole shebang, God loves it all, because it all came out of God

  • Bob Cleveland

    4/19, 11:08pm

    Bob Cleveland

    God does not say that

  • Sloan Bashinsky

    4/19, 11:08pm

    Sloan Bashinsky

    You have locked yourself into a very narrow view of God and the Creation

  • Bob Cleveland

    4/19, 11:08pm

    Bob Cleveland

    and in fact He tells us not to love the things of this world

    my view is as narrow as the Bible

    and as broad as the Bible

    anyway

    as you said

  • Sloan Bashinsky

    4/19, 11:09pm

    Sloan Bashinsky

    your view of the Bible is narrow

  • Bob Cleveland

    4/19, 11:09pm

    Bob Cleveland

    sleep on it

    again my view of the Bible is what the Bible says it is and what it says it says

    a word of explanation…

    Whether you buy what I say will likely not affect my life in any tangible way

  • Sloan Bashinsky

    4/19, 11:11pm

    Sloan Bashinsky

    I was told in a nap dream today, I was engaging something with 2 other people, in writing, it seemed; it was all intertwined, but my part of it was also separately recorded; you seem to be one of them; your view is very narrow, based on what all I have experienced with what is not of this world

  • Bob Cleveland

    4/19, 11:12pm

    Bob Cleveland

    hence i do not need your agreement to bolster my belief

    so you might ask yourself why i would care to engage….

    beyond that, think on these things

    but for me, i can only base my beliefs on the Word, and not on anything my mind might produce

  • Sloan Bashinsky

    4/19, 11:13pm

    Sloan Bashinsky

    Oh, I think on these things every time someone tells me the bible is the WORD of God, when the Bible itself says Jesus is the WORD, and the Bible did not even exist when Jesus walked on this planet

  • Bob Cleveland

    4/19, 11:14pm

    Bob Cleveland

    logical, since much of it is about Him

  • Sloan Bashinsky

    4/19, 11:15pm

    Sloan Bashinsky

    Belief is just that, belief. Reality, history has proven, has little to do with belief. At one time, the Christian church persecuted people who believed the world was round and it revolved around the sun

  • Bob Cleveland

    4/19, 11:15pm

    Bob Cleveland

    sure did

    people get stuff wrong all the time

    which is why i trust only the Word

    which hebrews 4″12 refers to it as

  • Sloan Bashinsky

    4/19, 11:17pm

    Sloan Bashinsky

    Paul wrote in one of his letters that his followers should stop having sex, there was no need to have more children, because Christ’s return was imminent; if Christianity had taken Paul’s advice which was based on belief, not fact, Christendom would have died out in 2-3 generations; but today, what Paul said in his letters is the Word of God, because it’s in the Bible. Good thing God was not bound by that.

  • Bob Cleveland

    4/19, 11:18pm

    Bob Cleveland

    What he said was that he preferred all remain single as he was, to devote themselves to service of GOd

    but

    rather than give in to lust wile unmarried, let each one take his own wife

    and he was likely married, too

    as he was a member of the sanhedrin

    and being married seems to have been a requirement for them

  • Sloan Bashinsky

    4/19, 11:19pm

    Sloan Bashinsky

    Well, now you have brought up Hebrews, a book which describes in olden language a bit about Melchizedek and Jesus’ relationship thereto, and the initiation into that priesthood of people who had been picked to follow that lineage.

    Paul told them that, too; but he was ages off on when Jesus would return.

    Best to set Paul aside, try to swallow, chew and digest Jesus in the red-letter parts of the Gospels; that’s plenty of tonic for salvation through Jesus; all the rest is diversion, if you don’t drink that tonic.

  • Bob Cleveland

    4/19, 11:21pm

    Bob Cleveland

    mel and JEsus didn’t have a relationship as much as a similarity

    hey

    i did not mean to add to your stress

    and being 4 years older than thee…….

    and having gotten up unusually … for me … early this morning

  • Sloan Bashinsky

    4/19, 11:23pm

    Sloan Bashinsky

    That’s between you and Jesus; as is anyone’s relationship with him. He views each person as unique; not cut from the same cookie cutter, not to be jammed into the same production line and stamped out like robots.

  • Bob Cleveland

    4/19, 11:23pm

    Bob Cleveland

    perhaps we could continue the exchange at some later time?

    i enjoy chewing over such matters

    and seldom stumble across someone willing to dive deeply into this stuff here

    i enjoy discussing things with people who differ with me

    that seldom happens in Sunday school

  • Sloan Bashinsky

    4/19, 11:27pm

    Sloan Bashinsky

    Intellectual discourse is one thing, direct experience is something else entirely; the Bible can be memorized and believed totally, but it’s how we live that God looks at; and Jesus made that point many times in the Gospels.

  • Bob Cleveland

    4/19, 11:27pm

    Bob Cleveland

    and remember the instruction He left when He erased all the prior instructions…..

    john 13:34

    A new command I give you: Love one another. As I have loved you, so you must love one another.

  • Sloan Bashinsky

    4/19, 11:32pm

    Sloan Bashinsky

    He did not erase his prior instructions; he summed up the program with love God with all of your heart, love your neighbor, and love each other as he had love them (to his disciples), which still applies today for anyone claiming he is their salvation. A very steep path few can manage. Imagine what it’s like for Jesus to see Christian American soldiers at war with Muslim soldiers (their neighbors) in such places as Iraq and Afghanistan, while back in America most Christian congregations still support those two wars God had nothing to do with.

  • Bob Cleveland

    4/19, 11:33pm

    Bob Cleveland

    Check Hebrews … that book, again … 8:13

    anyway, sleep well tonight

    be well rested

    stress free

    and let’s pick this up again, ok?

  • Sloan Bashinsky

    4/19, 11:38pm

    Sloan Bashinsky

    Many times I told Christians Jesus abolished the Old Testament, especially an eye for an eye and a tooth for a tooth, and he said to love and pray for and do good to your enemies, and to turn the other cheek, and they looked at me like I was daft, and they recited passages out of the Old Testament and chanted the Bible, all of it, is the word of God, and I told them they were trampling Jesus, crucifying him yet again with their backing America at war and other things they justified, which crushed the life out of Jesus’ own words and actions in the Gospels. It never occurred to them that, to the extent they became like Jesus themselves, that was the measure of their salvation by/through him.

  • Sloan Bashinsky

    4/19, 11:39pm

    Sloan Bashinsky

    Well, I’m going to sign off and be on the look out for what’s in my dreams tonight; that’s where Jesus and Michael and Melchizedek tend to have at me, every time I fall asleep, but they have quite a few other ways

  • Bob Cleveland

    4/19, 11:39pm

    Bob Cleveland

    it was certainly evidence of the abundance of their life

    ok friend

    God bless…

    TTFN

  • Today
  • Sloan Bashinsky

    6:02am

    Sloan Bashinsky

    Looked to me like abundance of denial, delusion

  • Sloan Bashinsky

    7:08am

    Sloan Bashinsky

    I dreamt of your and my FB chat last night, but there was nothing indicating I messed up. I have something personal, very difficult, going on in my life right now, and I’m trying to stay level, open, kind, and also real. Woke up before dawn this morning hearing the tune to “Delta Dawn” in my mind, so I found it online; seems to kinda fit this painful situation, time will tell more.

    Delta Dawn, what’s that flower you have on
    Could it be a faded rose from days gone by?
    And did I hear you say he was a-meeting you here today
    To take you to his mansion in the sky?

    She’s forty-one and her daddy still calls her, ‘baby’
    All the folks around Brownsville say she’s crazy
    ‘Cause she walks down town with a suitcase in her hand
    Looking for a mysterious dark-haired man

    In her younger days they called her Delta Dawn
    Prettiest woman you ever laid eyes on
    Then a man of low degree stood by her side
    And promised her he’d take her for his bride

    Delta Dawn, what’s that flower you have on
    Could it be a faded rose from days gone by?
    And did I hear you say he was a-meeting you here today
    To take you to his mansion in the sky?

    Delta Dawn, what’s that flower you have on
    Could it be a faded rose from days gone by?
    And did I hear you say he was a-meeting you here today
    To take you to his mansion in the sky?

    Delta Dawn, what’s that flower you have on
    Could it be a faded rose from days gone by?
    And did I hear you say he was a-meeting you here today
    To take you to his mansion in the sky?

    Delta Dawn, what’s that flower you have on
    Could it be a faded rose from days gone by?
    And did I hear you say he was a-meeting you here today
    To take you to his mansion in the sky?

    Songwriters
    HARVEY, ALEX/COLLINS, LARRY

    • Bob Cleveland

      9:20am

      Bob Cleveland

      I certainly wish you an encouraging resolution to the situation

    • Sloan Bashinsky

      9:23am

      Sloan Bashinsky

      from the beginning it looked to me like a mission impossible, but it was given to me to engage, so I engaged it …not my will, but ..

      Sloan Zach 2

      sloanbashinsky@outlook.com

Edit

Posted in Today's Vulcanite | Leave a comment

Golden Flake’s Sloan Bashinsky & Sons

Golden Flake clown

Sloan Y. Bashinsky, Sr.Sloan BashinskyMajor Bashinsky

Sloan, Sr., Sloan, Jr., Major

something very personal for me … depress ctrl and + keys together to increase text size; depress ctrl and – keys together to reduce

dream-catcher.jpg

During the night of March 25, 2016, my dream maker and my younger brother Major’s first wife Gail pointed me toward something I’d been dodging publishing. It started with a 3/15/2016 email to me from a Birmingham attorney, John McKleroy, who represented my father and all of his affairs when he was alive, and thereafter. I went to law school and to tax law school with John, and we had quite a few interactions over the years regarding my father and his affairs, and my father and me. Here is the text of John’s email and accompanying attachment:

Sloan:

Please see attached.  Thanks.

John McKleroy

SPAIN & GILLON, LLC

The Zinszer Building

2117 Second Avenue North

Birmingham, Alabama 35203-3753

Telephone (205) 328-4100

Facsimile (205) 324-8866

Direct Dial: (205) 581-6226

March 15, 2016

jpm@spain-gillon.com

The attachment, without the very long Central Bank account statement mentioned therein:

VIA EMAIL – sloanbashinsky_@outlook.com Sloan Y. Bashinsky, Jr.

Dear Sloan:

As you may be aware, M. Owens Sims died on October 30, 2015. Owens and I served as Co-Trustees of two (2) Trusts created by your father, viz: the 1978 Irrevocable Insurance Trust (the “1978 Trust”) and the SYB Common Stock Trust (“SYB Trust”). Owens, John Stein and I served as Co-Trustees of the Marital Trust created under your father’s Will (“Marital Trust”). Under the

Trust documents, I will continue to serve as Trustee of the 1978 Trust and the SYB Trust and John Stein and I will continue to serve as Co-Trustees of the Marital Trust.

In view of Owens’ death, I thought it would be appropriate to provide you with a summary of the status of the three Trusts which is set forth below.

1.

1978 Trust. This Trust was created in 1978 by your father and Joann F. Bashinsky

(“Joann”) as joint settlors/grantors. For many years, this Trust owned various life insurance policies on the life of your father and the life of Joann. During your father’s lifetime, all life insurance policies, with the exception of one policy which is described below, were terminated and the cash value was invested by the Trustees with BBVA Compass in various equities and fixed income funds.

The 1978 Trust owns and is beneficiary of one life insurance policy on the life of Joann which is issued by The AXA Equitable Life Insurance Company, Policy #36 200 855. The policy face amount and death benefit is $300,000. The annual premium on this policy has been paid by SYB, Inc.

All net income from the 1978 Trust has been added to the principal. As of December 3 1, 2015, the market value of the 1978 Trust assets (excluding the value of the life insurance policy) was $373,322.07. The 1978 Trust has no liabilities. The 1978 Trust assets are maintained at BBVA

March 15, 2016

Page 2

Compass, Account #453047953. Enclosed herewith is an account statement for the period January 1, 2015 through December 3 1, 2015 reflecting all transactions in the account.

At the death of Joann, the net income of the trust will be distributed one-fourth to you, one-fourth to Sis, one-fourth to Landon E. Ash (the descendant of Suzanne B. Ash) and one-fourth to Major’s living descendants, per stirpes. The 1978 Trust will terminate four years from the death of Joann and the principal will be distributed one-fourth to you, one-fourth to Sis, one-fourth to Landon E. Ash and one-fourth to Major’s living descendants, per stirpes.

If you should die before the 1978 Trust terminates, you may appoint by your Last Will and Testament, making specific reference to the limited power of attorney granted in the 1978 Trust, to any person(s), other than your estate, your creditors or the creditors of your estate. If you do not exercise the power of appointment, your share of the 1978 Trust would pass to your living descendants, per stirpes. If you should exercise your limited power of appointment, I would appreciate it if you would provide me with a copy of your Will and/or Codicil exercising the power of appointment with the full name and address of the appointee(s).

2.

SYB Trust. The SYB Trust was created by your father on July 7, 1981. The sole asset of the SYB Trust is 11,000 shares of the common stock of SYB, Inc. The initial beneficiaries of this Trust were you, Sis, Suzanne and Major. Upon Suzanne’s death, her interest passed to her son, Landon E. Ash, and upon Major’s death, his interest passed to that certain “Revocable Trust of Thomas Major Bashinsky dated January 22, 1981, including any amendments thereto.”

The SYB Trust has had no receipts, income or disbursements, other than in 1990. In 1990, Golden Enterprises, Inc. paid an extraordinary cash dividend on its common stock which resulted in a dividend being paid to SYB, Inc. which, in turn, paid a dividend on its common stock to the SYB Trust. The SYB Trust then made a distribution of this dividend to you and the other beneficiaries of $26,681.89 each.

As of December 3 1, 2015, the estimated fair market value of the SYB Trust assets (11,000 shares of common stock of SYB, Inc.) was approximately $68 million. The SYB Trust has no liabilities. The assets of SYB, Inc. are principally common stock of Golden Enterprises, Inc., Torchmark Corporation, Inc. and Waddell & Reed, Inc. [I point out that the tax basis of these assets in SYB, Inc. is virtually zero and, if and when SYB, Inc. sells these assets, there will be a substantial income tax owed by SYB, Inc.]

The SYB Trust will terminate as follows:

(a) In the event of the sale, transfer or exchange of all the shares ofcommon stock of Golden Enterprises, Inc. owned by SYB, Inc., the SYB Trust will terminate five (5) years following the date of sale, transfer or exchange, or 

March 15, 2016 Page 3

(b) In the event the shares of common stock of Golden Enterprises, Inc. owned by SYB, Inc. are not sold, transferred or exchanged as described in (a) above, the SYB Trust will terminate on December 31, 2020.

Upon termination of the SYB Trust, its assets (which are 1 1 ,000 shares of SYB, Inc. common stock) will be distributed one-fourth to you, one-fourth to Sis, one-fourth to Landon E. Ash and one-fourth to the Revocable Trust of Major Bashinsky dated January 22, 1981.

If you should die prior to the distribution of the SYB Trust assets, your share will be distributed to your children or grandchildren, if any, otherwise to your father’s living descendants.

  1. Marital Trust. As you are aware, the Marital Trust provides that at the death of Joann, you (along with each of your siblings or their estates) will to be paid $1 million from the Marital Trust. Your interest is vested and if you should die before the distribution from the Marital Trust, your share in the Marital Trust would pass to your estate. Upon termination of the Marital Trust, the remainder of the assets will be distributed one-fourth to each of the University of Alabama, Auburn University, Samford University and the Big Oak Ranch.

As Of December 31, 2015, the fair market value of the Marital Trust assets was $18,046,018.60. The Marital Trust has no liabilities.

I am sending a similar letter, where applicable, to Sis, Landon, Major’s Estate, the Trustee of Major’s January 22, 1981 Trust and Major’s children. Please let me know if you have any questions.

JPMjr/kp

Enclosure

John S.

cc:

Paul S.

Yours very truly, John P. McKieroy, Jr.

Trustee of the:

1978 Trust and SYB, Trust and Co-Trustee of the Marital Trust

Stein – Co-Trustee of the Marital Trust

I replied same day to John McKleroy only:

Afternoon, John –

Thanks for update, hope Owen passed gently, without suffering.

I had a dream during a nap about an hour ago. I was at Princeton University. A woman was talking to me, looking upward. I said I was afraid to look up, at what I might see. There then appeared over the school a very large drone aircraft, moving slowly, prop, not jet. It had something written on it,  but I don’t recall what. A fellow off to my left invited me to stay with him, he was conducting a knots-tying course. I said I supposed I could do that, I was not otherwise occupied. I woke up, lay groggy for a while, went online, started going through various accounts, got to this email account, saw your email.

My father’s father graduated from Princeton. My father attended nearby Lawerenceville, a prep school, to get ready for Princeton. Then he attended Princeton a year and a half, when he dropped out to come back to Birmingham to tie the knot with my mother, who had written to him, that if he did not come home and marry her, she would marry the first man who proposed to her (she told me that). My father told me in 1988, as I recall, that it had really upset his father when he came home and married her, and he spent the rest of his life trying to make it up to his father. I asked if he though he had succeeded? He said he thought he had.

He sure did make a lot of money. Maybe his grandchildren will get to enjoy most of it, given two of his children have died, and the other two, Sis and I, are getting on up there in years. I heard from Gail, Major’s first wife, after he had died, that he pretty much had tried to cut their children out of anything they otherwise would have inherited from their grandfather, my father. She went to see a law firm about that, Bill Rose as I recall. I never talked with Rose about it, don’t know how it went. Then Gail died. I hope her and Major’s children, Sloan and Brooks, were not left out. Sloan was named after me, she told me after Major died. She calls me from time to time. I’ll give her a ring about our email.

Sloan

My second email to John McKleory only, same day:

P.S. What is the annual income, say, during the last accounting year, for the Marital and SYB trusts, and how much was paid out and to whom, I suppose Joann Bashinsky?

Thanks

Next morning P.S. to John McKleroy only:

Morning, John –

Jostled in dreams last night, I awoke in the wee hours with tying up some loose ends coming into my thoughts – I suppose the knots-tying course in yesterday’s nap dream.

I don’t know if it can be done, but since you are now the sole trustee for two of the trusts, can someone else not related to my father by blood or marriage be made a co-trustee, in the event you are no longer able to serve or pass on?

The rest of what’s in my thoughts, for now, expands on what I wrote to you yesterday about Major’s estate plan.

It is my view that Major was mentally ill, due to multiple personality disorder. Those who knew him well, myself, his first wife, Gail, their two children, Sloan and Brooks, his second wife, Lesley, my first and second wives, were acutely aware of two Major’s. One was pleasant, one was not. Dr. Jekyl and Mr.Hyde come to mind.

Also, Major was bisexual, had an active sex life with gay men in Birmingham, which he attempted to keep in the closet. My first two wives knew Major was bisexual. I knew. He knew I knew, and that he was not able to persuade me differently, after which he didn’t want me in his life.

After Major went missing in early 2010, people wrote online, in response to my publishing online that Major was bisexual, that it was known in Birmingham that Major was bisexual.

Maybe two years later, a woman who used to work at the University of Alabama, in Birmingham, emailed me a long detailed account of attending private parties with a gay male friend co-employee, where Major and other Birmingham gay men were present and mingling, each bearing a different name from their actual names. Gail told me in 1997, as I recall, that a prominent (straight) Birmingham lawyer you and I both know told her Major’s problem was he was gay.

My assessment of multiple personality disorder is further backed up by the Jefferson County Coroner (Medical Examiner) and the Birmingham Police Department detective assigned to investigate Major’s death. Both officials concluded Major killed himself and tried to make it look like someone else did it. The theatrical way he “decorated” himself at the pond, and the Golden Flake threat letter previously distributed, also indicated someone other than the kind, loving father, husband and son Major was portrayed as being, by many people following his suicide.

I told Gail to tell the lawyers she consulted, that I was convinced Major had multiple personality disorder, so which one of him drew up and executed his estate plan? I said I felt that was her and her lawyers’ best shot at getting Sloan and Brooks the same treatment under Major’s estate plan, especially regarding Major’s and my father’s estate plan. I said, a lot of money might be involved. That, the multiple personality argument, and the adverse publicity might well generate a fair settlement. I don’t know if Gail told her lawyers that. Now she has passed on, leaving Sloan and Brooks and their lawyers to deal with it.

A year or two after Major’s death, I made a public record’s request to the FBI for anything it had on Major. I was provided a redacted file, quite thick, of the FBI’s investigation into his death.

Of special interest to me, which I never saw reported in the Birmingham newspapers:

A photo negative of a man at the check out counter in Five Points Hardware on the day Major went missing (and later was reported to have been in that hardware store on the day he went missing, buying stuff later found on his body). A side shot, profiling the man’s head shape and body posture. I was positive it was Major, whose head shape and body posture closely resembled mine and our father’s.

A pistol like the one found in the golf course pond, near where Major’s body was finally discovered, was on display in a plastic case in the den of my father’s home. A rare Browning .32 automatic. I said to myself, when I read of that in the FBI report, that would be just like Major to see that pistol at his father’s home, and then he found one just like it for himself.

If the Birmingham PD or the FBI had interviewed me, which they never did, and if they had showed me that photo and told me about the two pistols, I would have told them the same things I told you above.

Years later, I was told by someone I deemed reliable, that Lesley conceived her two children by artificial insemination of sperm from two different male donors, and after she gave birth Major legally adopted the children as his own. Major had told me he and Lesley were having trouble conceiving, and they were going to fertility specialists, but not that they were using sperm donors.

I was told by the same source, that Major was deeply in debt when he killed himself, and Lesley received the proceeds from a large life insurance policy on his life, several million dollars.

After Major went missing, before it was known he was dead, Lesley took their two children to the beach for spring vacation.

In the local television station video interview of Lesley in her and Major’s home, after he had gone missing, she never once called him Major. She repeatedly referred to him as, “my husband.”

I think this might be where I’m supposed to say, “Blood is thicker than money.”

As my father’s oldest living heir, who stands to gain nothing regarding Major’s estate, or anything flowing into it from my father’s estate, I’m asking you, John, as my father’s trustee and the lawyer who drew up his will and trusts, and, I imagine, was involved in Major’s different treatment because of his estate plan, to take affirmative action, doing all you can, including seeking declaratory relief in a court, to insure Major’s children, Sloan and Brooks, receive from the three trusts described in your email, no more and no less than Major’s children by his second wife, Lesley, receive.

I will share your and my email with my niece, Sloan, and will ask her to share it with her legal counsel.

Sloan

John’s legal secretary wrote back that John was out of town for a few days. He replied to mine on 3/21/2016:

SPAIN & GILLON, LLC

The Zinszer Building

2117 Second Avenue North

Birmingham, Alabama 35203-3753

John P. McKieroy, Jr.

Telephone (205) 328-4100

Facsimile (205) 324-8866

Direct Dial: (205) 581-6226

March 21, 2016

ipm@spain-giIIon.com

VIA EMAIL – sloanbashinsky@outlook.com Sloan Y. Bashinsky, Jr.

Dear Sloan:

I am please to respond to your email questions of last week.

In regard to the income of the Trusts:

SYB Common Stock Trust

The SYB Common Stock Trust has not received any income since 1990. In 1990, the income received was distributed equally to you, Major, Sis and Suzanne. If any income should be received in the future, it would be distributed equally to you, Sis, Major’s Revocable Trust dated January 22, 1981 and Landon.

Marital Trust

The net income from the Marital Trust, under its terms a Qualified Terminable Interest Property Trust (“QTIP”), is distributed to Joann.

1978 Trust

The 1978 Trust had approximately $6,500 of gross income for 2015. This income was added to the Trust principal. Under the terms of the Trust, the Trustee may apply the income to payment of the life insurance premium. The Trust document directs that any income not used to pay insurance premiums shall be added to the principal.

March 21, 2016

Page 2

For a period of four years after Joann’s death, the net income of the 1978 Trust will be distributed equally to you, Sis, Landon and Major’s living descendants. At the end of the four year period, the Trust will terminate.

In regard to a Successor Trustee, in the event of my death, the Trust documents provide as follows:

1978 Trust

If I should die after Joann and before the Trust has terminated, the Trust document provides that a majority of the adult (over 21 years of age) beneficiaries under the Trust shall have the power to appoint a Successor Trustee(s).

If I should die before Joann, the Trust document is silent as to the appointment of a Successor Trustee. Hence, the Circuit Court of Jefferson County, Alabama would have jurisdiction to appoint a Successor Trustee.

SYB Common Stock Trust

This Trust provides that upon the death of both M. Owens Sims and myself, the First National Bank of Birmingham (and such other successor corporation having trust powers as shall succeed to the business of said bank), which is now Regions Bank, shall serve as sole Trustee of the Trustee.

Marital Trust

In the event of my death, John S. Stein would continue to serve as sole Trustee. In the event of John’s subsequent death or if he should predecease me, the Circuit Court of Jefferson County, Alabama would have jurisdiction to appoint a Successor Trustee(s).

In regard to the interest Major’s children will receive under the various Trusts, the Trusts provide as follows:

1978 Trust

Upon termination of this Trust, Major’s interest in the Trust would pass to his living descendants, per stirpes. I understand that Major’s living descendants as of today are: Sloan Elizabeth Bashinsky, Brooks Major Bashinsky, Holt Young Bashinsky and Nelle Kylie Bashinsky.

YB Common Stock Tru

This Trust provides that Major’s interest would be payable to Trust B of Major’s Revocable Trust dated January 22, 1981. In the event Trust B of Major’s Revocable Trust is terminated prior to March 21, 2016 Page 3 distribution from the SYB Common Stock Trust, the SYB Common Stock Trust provides that Major’s interest shall be payable to his then living descendants, per stirpes.

Marital Trust

Under the Marital Trust, Major’s interest in the $1 million was vested in him at his death and is payable to his estate.

Copies of the above-described Trust documents were provided to you, Major, Sis and Suzanne prior to your father’s death. After Major’s death, copies were provided to Attorney Ralph Yeilding of Bradley Arant, the attorney for Major’s estate and Leslie Bashinsky, Major’s court appointed Personal Representative.

Additionally, at that time a copy of the above-described SYB Common Stock Trust was also provided to Gail and her attorney, Robert McWhorter of Bradley Arant. I personally met with and discussed the Trust document with Gail and with her attorney, Robert McWhorter. Paul Leonard also discussed the Trusts with Ralph Yeilding.

After Major’s death, Brooks and Sloan were represented by Attorney Perry J. Morgan. From correspondence received from Ralph Yeilding, he provided Brooks and Sloan and Attorney Perry J. Morgan with a copy of the above-described Trusts.

As Trustee of your father’s Trusts, I will carry out and perform my duties as required under the Trust documents and Alabama law.

I hope you are doing well.

Yours very truly,

J P. McKieroy, Jr.

Trustee of the:

1978 Trust and SYB Trust and

Co-Trustee of the Marital Trust

JPMjr/kp

Enclos

John S. Stein – Co-Trustee of the Marital Trust

cc:

Paul S. Leonard, Esq.

I replied to ALL, 3/22/2016:

Good afternoon, John –

Thanks for your email/letter with further explanations.

My niece Sloan told me today that she had not yet received your letter of last week, but Brooks had received his copy. Sloan said perhaps she had moved, was why she had not received her copy. She said she was going to let you know her mailing address.

I’m still breathing, which sometimes surprises me. Hope you are doing better.

I see now that I was not clear how to ask about the SYB Trust income in my previous email to you.  So I’ll try again.

What was SYB, Inc.’s income for its last annual accounting period? From what sources? How much, if any, of it was distributed and to whom, and how much, if any, of it was retained in SYB, Inc.?

Regarding what Major did in his revocable trust, which his first wife Gail told me was, basically, cut his and her children Sloan and Brooks out of any inheritance from Major and their Grandfather Bashinsky, I imagine Major’s and my father wanted all of Major’s children to share equally in Major’s stead, and it never occurred to him it would not go down that way.

I recall how upset my father was over his father disinheriting Major after he moved to California in protest of our father marrying Joann. I recall my father telling me of going to see his father from time to time, to try, unsuccessfully, to persuade him to put Major back into his last will and testament. Only after Major left California, and then Key West, and, as I recall, was living in Tampa, working on opening and running Boneshakers, a T.G.I. Friday’s type of restaurant and bar, did my father’s father put Major back into his last will and testament.

Perhaps disinheriting his children was something Major learned from his grandfather? He did not learn it from his own father.

Maybe a couple of nights, John, after you called me in late August 2005, to let me know my father had passed over, I heard in my sleep, “Chips going to heaven.” I awoke, thought, “Golden Flake potato chips,” and understood my father had gone to heaven in the afterlife.

Maybe a couple of nights later, he came to me in a dream and said he had not had time to take care of some things he had wanted to take care of. I woke up, understood he wanted me to try to take care of those things, whatever they were. I wasn’t happy about it, and told him after I woke up that it was like him to put me to deal with difficult family things he should have handled himself.

Even so, I undertook to honor his request, which at that time I felt was try to persuade Joann to divvy up the $14 million cash bequest, which my father had left to her in a codicil less than, as I recall, a year before he passed over, between all of his grandchildren, in equal shares, with his first son, Travis, who was not included in his estate plan, getting a child’s portion. I got nowhere with that, and hoped that was the end of it.

Then, alas, Major killed himself, and then, as I stated above, I found out from Gail that Sloan and Books, were cut out of their father’s and their Grandfather Bashinsky’s estate plan, by Major’s estate plan. (I think I recall Gail had told me some years prior that Major had told her he was going to do that.) I advised Gail what I thought was the best way, legally, to try to get Sloan and Books included in an inheritance from their father and their Grandfather Bashinsky, and to seek legal counsel (similar to what I wrote to you the other day).

Now that has come back around, raised by your email of last week.

Nothing is ripe yet, because it hinges on Joann’s life span. Not pleasant to even discuss that, but that is how my father wanted it.

I told  my niece Sloan today, that she and Brooks and their legal counsel need to be ready to move on this as soon as Joann passes over. I said, the first thing I would do, if it were my call, would be to have someone neutral, if possible, approach Lesley, Major’s second wife, about agreeing to all of Major’s 4 children share equally in what came from their Grandfather Bashinsky. There’s a lot of money involved. Plenty for each of them to get a fair portion of Major’s share.

I’m copying Sloan and her lawyer Henry Long with this correspondence.

Sloan

Personal background note not sent by me to John McKleroy:

My older half-brother Travis is the son of my teenage father and the teenage daughter of the black servants living in the home of my father’s parents. I learned of Travis during the summer of 1998, when I, first, and then my then two best men friends, one of whom was a retired valued employee of my father’s business, started dreaming about Travis. We were shown all sorts of things about Travis, and that my father had loved him and his mother very much, and it had ripped my father’s soul to shreds when his father paid his servants money for their daughter to take Travis out of the state and they would never return to Alabama.

After the Travis dreams seemed to have run their course, I went to my father’s older brother, whom I loved dearly, and asked him if I had an older brother I didn’t know about? My uncle looked me straight in the eye, said, “I don’t want to have anything to do with that.” That was his way of telling me I had the older brother.

After some time had passed, I was nudged by the angels to take Travis up with my father. I did it in a letter, as that was the only way he wanted to communicate with me. I left his brother out of what I told of how I and and my two friends had learned of Travis.  That went badly, yet even then, my father did not disinherit me. And, after he died, he came to me, not to Major, who was his favorite son, to do what I could to try to straighten out what he had not taken care of before he died.

Four years after my father passed over, Major killed himself and tried to make it look like suicide. That, too, I was given by the angels to try to straighten out, and, boy, did I catch a lot of heat!

I suppose there has to be something in play in Birmingham, which caused John McKleroy to write all of that to me on March 15, using Owen Sims’ passing as the reason. Perhaps there is more in play than John realizes?

From: John P. McKleroy, Jr. <JPM@spain-gillon.com>
Sent: Tuesday, March 29, 2016 2:46 PM
To: sloanbashinsky@outlook.com
Subject: SYB, Inc.

Sloan,

Please see information attached.

John McKleory

SPAIN & GILLON, LLC

The Zinszer Building

2117 Second Avenue North Birmingham, Alabama 35203-3753

Telephone (205) 328-4100

Facsimile (205) 324-8866

Direct Dial: (205) 581-6226

March 29, 2016

jpm@spain-gillon.com

VIA EMAIL -sloanbashinsky@outIook.com Sloan Y. Bashinsky, Jr.

Dear Sloan:

Pursuant to your recent email, I am pleased to provide you with the following infonnation concerning SYB, Inc.

Joann F. Bashinsky receives all of the income from SYB, Inc. either outright or through the Marital Trust. Attached hereto is a copy of the investments/assets of SYB, Inc. as of December 15,2015. This list contains the other information you requested.

SYB, Inc. is a Delaware corporation which your father created on April 20, 1981 as an asset freeze corporation to substantially reduce estate taxes on his estate. Your father created SYB with Class A and Class B Preferred Stock and Common Voting and Common Non-Voting

Stock. Your father retained ownership of all of the Preferred Stock (Class A and Class B) and transferred all of the Common Stock (both voting and non-voting) to the SYB Common Stock Trust which he created on July 7, 1981.

Your father structured SYB, Inc. so that he would receive all of the income through his ownership of the Preferred Stock. The Preferred Stock has a 15% annual preferred dividend. During your father’s lifetime, he received all of the income ofSYB, Inc. through dividends paid on his Preferred Stock.

At your father’s death, his Preferred Stock passed under his Will to the Marital Trust

(approximately 60%) and to Joann Bashinsky outright (approximately 40%). The Marital Trust and Joann continue to own all of the Preferred Stock. The SYB Common Stock Trust continues to own all of the Common Stock.

March 29,2016 Page 2

The annual income of SYB, Inc. has not been large enough each year to meet the 15% preferred dividend payment except in 1990. A dividend cannot be paid on the Common Stock until the full 15% dividend has been paid on the Preferred Stock. Thus, all of the annual net income ofSYB, Inc. is paid out on the Preferred Stock to the Marital Trust and Joann. You will recall that in 1990 the dividends paid by SYB, Inc. met and exceeded the 15% preferred rate resulting in a dividend be,ing paid on the Common Stock which went into the SYB Common Stock Trust and subsequently distributed out one-fourth to each of you, Sis, Major and Suzanne.

Except for 1990, the income of SYB, Inc. has been insufficient each year to pay the full annual 15% preferred dividend. Based upon current income and anticipated future income, it is expected that the annual income of SYB, Inc. will be insufficient to pay the 15% preferred dividend on the Preferred Stock and consequently no dividends will be paid on the Common Stock.

I hope you are doing well.

JPMjrlkp Enclosure cc: Paul S. Leonard, Esq.

Yours very truly,

P. McKleroy, Jr. Trustee of the

SYB Common Stock Trust

SYB INC. INVESTMENTS IN STOCK AS OF DECEMBER 15, 2015

From: Sloan Bashinsky
Sent: Wednesday, March 30, 2016 11:11 AM
To: John P. McKleroy, Jr.
Subject: Re: SYB, Inc.

Hi, John –

Thanks for your further explanation.

As I recall, the $26,000-plus common stock dividend my father’s 4 children each received in 1990 came about after my father, without consulting with you, declared a dividend which he intended to use to pay for a life insurance premium, and when you learned of it, you told him that would screw up everything, and the declared dividend was paid to his children to right the problem?

I’m wondering what happens to the preferred stock and dividends thereon at Joann’s death?

It’s been some time since all of those documents were drawn up, and I don’t have copies now. Can you, by attachment, email me copies of my father’s three trusts, SYB, Inc. incorporation, and my father’s Last Will and Testament?

Thanks,

Sloan

From: John P. McKleroy, Jr. <JPM@spain-gillon.com>
Sent: Monday, April 4, 2016 4:08 PM
To: ‘sloanbashinsky@outlook.com’
Cc: ‘John Stein (JJFLAKE@aol.com)’; Paul Leonard
Subject: Attached Letter

Sloan:

Please see attached.  Thanks.

John McKleroy

SPAIN & GILLON, LLC

The Zinszer Building

2117 Second Avenue North

Birmingham, Alabama 35203-3753

John P. McKieroy, Jr.

Telephone (205) 328-4100

Facsimile (205) 324-8866

Direct Dial: (205) 581-6226

April 4, 2016

ipm@spain-giIIon.com

VIA EMAIL – sloanbashinsky@outlook.com Sloan Y. Bashinsky, Jr.

Dear Sloan:

Pursuant to your recent email, I am pleased to provide you with the following information concerning the SYB, Inc. Common Stock Trust.

In 1990, in addition to its normal quarterly cash dividends, Golden Enterprises, Inc. declared a special $.50 per share cash dividend on its stock. This extra $.50 per share dividend resulted in SYB, Inc. receiving income sufficient to pay the full 15% preferred dividend to your father on all of the Preferred Stock owned by him, with cash left over to declare a dividend on the Common Stock of SYB, Inc. resulting in a distribution of $26,000 to each of the beneficiary of the Common Stock Trust, i.e., you, Major, Sis and Suzanne.

At Joann F. Bashinsky’s death, the Preferred Stock of SYB, Inc. owned by her will pass under her will/estate and the Preferred Stock owned by your father’s Marital Trust will pass to the remainder charitable beneficiaries of the Trust, viz: University of Alabama, Auburn University, Samford University and Big Oak Ranch. Dividends paid on the Preferred Stock will follow the ownership of the stock.

As requested, I attached hereto a copy of the following Trusts created by your father:

Irrevocable Insurance Trust Agreement executed by Sloan Y. Bashinsky, Sr. and Joann F. Bashinsky dated March 1, 1978 (“1978 Trust”).

Trust Agreement executed by Sloan Y. Bashinsky, Sr. on July 7, 1981 (“SYB Common Stock Trust”).

April 4, 2016

Page 2

Last Will and Testament of your father dated January 23, 1992 creating the Marital Trust (“Marital Trust”) and nine Codicils to the Will.

The January 23, 1992 Will provided that you, Major, Sis and Suzanne would receive $1 million from the Marital Trust on its termination (death of Joann F. Bashinsky). None of the Codicils changed this provision. Please note that in regard to the Marital Trust, if John Stein and I should die before the termination of the Trust, then in Codicil No. 5 your father named Compass Bank (and such successor corporation) as the Successor Trustee. In my email letter of March 21, 2016, I incorrectly stated that in the event of the death of both remaining Trustees of the Marital Trust (John S. Stein and myself), then the Circuit Court of Jefferson County, Alabama would have jurisdiction to appoint a Successor Trustee(s). The Circuit Court would have jurisdiction to appoint a Successor Trustee if BBVA Compass Bank should decline to accept its appointment as Successor Trustee.

I hope you are doing well.

Yours very truly,

hn P. McKleroy, Jr.

JPMjr/kp

Enclosures cc: Mr. John S. Stein

Paul S. Leonard, Esq.

From: Sloan Bashinsky
Sent: Tuesday, April 5, 2016 11:32 AM
To: John P. McKleroy, Jr.
Cc: ‘John Stein (JJFLAKE@aol.com)’; Paul Leonard
Subject: Re: Attached Letter

Hi, John –

Thanks for answering my further questions and providing the governing documents, which I imagine were a lot of work to put together. I had thought the preferred stock probably passes at Joann’s death in the way you described.

As for the $26,000-plus from SYB Common Stock Trust each of my father’s children received in 1990, my father had no intention for his children getting any of it. He told me himself that his lawyers told him he could not keep it for himself, and, since he had already declared it, and it already had been paid, his children had to receive it, pro rata, and he said, well then, okay. It was my brother Major who told me our father had wanted to use the special dividend to pay for a life insurance policy.

What I did not recall was how the special dividend was generated: via a special dividend paid by Golden Flake Snack Foods, Inc., I imagine when there was a little extra cash at the end of that company’s fiscal year.

Same was done in 1994, as I recall the timing, having nothing to do with a life insurance policy. That time, my father wanted the common stock shareholders (himself controlling 52 percent), not the employees, to get the extra cash at the end of the year. A lean year, in which no raises had been given, with promises of raises later, or bonuses, if the company’s financial condition improved. I was at that annual stockholders meeting and watched one independent stockholder challenge the company management for declaring that special dividend when the company was in lean times. According to friends of mine working at Golden Flake, the company employees were really mad about that special dividend.

From time to time, I hear complaints about Joann bleeding the company, via dividends, instead of the money being plowed back into the company, for its and its employees’ benefit. Last year, former Golden Flake employees told me a dividend was declared, instead of keeping the money in the company, to repair and upgrade its truck fleet and other equipment.

That was the allegation in the threat letter against Golden Flake management floating around just before Major went missing in early 2010. I had no doubt he wrote that letter, after I read a copy of it sent to me by someone in Birmingham right before I was interviewed on the telephone by a Birmingham News award-winning business journalist. We talked maybe half hour, then some more later that morning, about what he was going to write about what I had told him. He said it would be in the next morning’s edition. It did not run. I called him, he said, well, it had been decided higher up …

During our first conversation, the journalist asked me if I had any thoughts on Major’s whereabouts? I said, well, he was a tax lawyer, he had started and run a telephone company, he was an expert with computers, if he wanted to set up an offshore bank account and disappear, he had the knowhow and the means to do it. When the journalist asked if I had any other thoughts about Major’s whereabouts?, I said, well, right before you called me, it came to me out of the blue that Major had killed himself and had tried to make it look like someone else did it. The journalist said cold chills were running up and down his spine, because the same thoughts had come to him right before he called me.

I reported that conversation at goodmorningkeywest.com that very morning, and then all hell broke loose in Alabama after people up there got wind of it. All sorts of different kinds of jabber about me, mostly re my being insane and, after Major’s body was found, my having been in on his being murdered. Hits on my websites, goodmorningkeywest.com and goodmorningfloridakeys.com, spiked from about 20,000 a month, combined, to about 120,000 for that month. I was blocked out of the Birmingham News blog.

I was told by the Birmingham friend, who had set up the interview with the Birmingham News journalist, at the journalist’s request, that a friend of his in the FBI had indicated there might not be a murder finding by law enforcement. Then, the Jefferson County coroner (medical examiner) and the Birmingham Police Department detective assigned to investigate Major’s death, ruled it was suicide made to look like murder. The Birmingham News reported that, and then went silent after having run a string of articles on Major.

The wagging insane tongues in Birmingham and Alabama continued wagging. The Legal Schnauzer blog insinuated Major’s first wife Gail’s death from brain cancer actually the second murder, and then the Schnauzer insinuated the same about my stepsister Suzanne’s death by cancer. I continued to be maligned. As far as I could tell, nobody up there accepted Major had killed himself and tried to make it look like murder – nobody but Major’s first wife Gail and her and Major’s daughter Sloan.

The way it looked to me, angels got me involved to try to steer people to see what really had happened. I heard Joann was afraid she would be next to be killed, she hired a bodyguard. I heard my sister was worried for herself and her children. I heard Major’s children were worried, and his second wife. The way I saw it, he could not be allowed to get away with it. For his own soul’s sake, and for the people he left behind in fear and shock and confusion, the truth had to be told.

As time passed, I wrote more about all of that, and what I discovered in the FBI’s redacted file on Major, and posted it at goodmorningbirmingham.com, where I also have posted your and my recent email correspondence, in case anyone up there wants to read what I figure they won’t ever know otherwise.

At the very least, the rank and file Golden Flake employees are entitled to see, if they wish, what someone they actually trusted, when he worked at Golden Flake, has to say about all of this.

As I was moving toward my last day working there, in 1973, grown men, older than I, who had worked all of their lives at Golden Flake, some were weeping, begged me not to leave. They said I was the company’s and their only hope. I said I was sorry, but I had to leave. I did not say it would kill me if I stayed, but that’s what would have happened.

It doesn’t seem like I really left, though, given how things went down later.

People ask me from time to time, what does Joann do with of that money? I don’t know, I tell them, but she won’t take any of it with her when she passes over. I hear only bad about her, from people who used to work at Golden Flake. I hear people still working there do not like her. They loved my father.

Sloan

Posted in Today's Vulcanite | Leave a comment

snapshots from the Golden Flake, Joann Bashinsky, Sloan Young Bashinsky, Jr. saga

Sloan SrGolden Flake clownSloan (Davis polo shirt)

my father, left, the Golden Flake mascot, center, me, right

Depress ctrl and + keys together to increase text size; depress ctrl and – keys together to reduce

The following email exchanges yesterday, set up the main feature in today’s post.

Jerry Weinstock, M.D., Psychiatry, retired, sometimes, replied to yesterday’s Thanksgiving, Key West and American variations post at goodmorningkeywestl.com:

psychiatrist interviews

For goodness sake—-Sloan take in a good Film –!!!!!!!

Don’t suffer unless you are feeling Masochistic

the editorial today By Timothy Egan –I thought superb—(key West–Citizen)
the quote from Voltaire particularly appropriate—!!

the dark meat is much better for your SKIN has nutrients the white meat doesn’t—
TRULY —- all my best wishes to you and Kari –may fate turn your way —plus’
the Angels get positive.!!!!!!!——————-Jerry

I replied:

Hi, Jerry –

I will see “Trumbo” at Tropic Cinema, if it’s open today; otherwise, “Creed” at Regal Cinema. Hope The Tropic is open because the wind is big coming down from the northeast, I had a rough bicycle ride to the soup kitchen where I saw two homeless men hauled to jail to have Thanksgiving there. The turkey and dressing and gravy were as good as any I ever ate growing up, or later. I prefer the dark meat and that’s what I was served, a good portion of carved and a huge drumstick.

I saw “Spotlight” at Tropic Cinema earlier this week, a rendition of the Boston Globe busting wide open systemic, widespread priest paedophelia, young boys and young girls, in the Boston and other areas in America. “Trumbo” is about a Hollywood movie guru getting blacklisted back in the commie witch hunt days, who went underground, wrote movie scripts sub rosa. The kind of stuff I like watching, when I feel like seeing a serious movie. “Creed” is a later sequel of the “Rocky” boxing movies.

In a nap dream today, Tom Milone handed me two movie tickets, so I took that as the angels’ way of telling me to see both of those movies.

In fact, the stuff I covered in today’s post interested me a lot more than most conversations I have in person, or online, with other people. I don’t mind the hard work, but feeling bad internally because of it is hardly fun; like I get to pick and choose what shit pile the angels dump me into, although there are shit piles I can dodge, if the angels don’t want me to wallow in them; or not write about.

I have something waiting on me in Birmingham, which I’ve been circling like a wary coyote, hoping it would go away, but dreams and various human events, and a cute boil in my right armpit, have pretty well GPS’s and triangulated me into it. So I might write it up this afternoon, between Hollywood and other sitcoms. Perhaps in some mysterious way, that will get something moving for Kari, and for me. Everything is interconnected, and what happens here, affects there – entanglement principle.

Sloan

Jerry wrote:

Good movies –you are having a really fantastic time –good turkey
and good films
Hope the Birmingham deal is not horrific —-but “things “is what they is –”

just take it slow and easy and look for untapped modifiers —different ways
of looking at approaching problems –which you probably already have.

Maybe divinity and the devil are partners –who knows
Hope Kari is OK —-wishing you good stuff——————–Jerry.

I replied:

In the Birmingham situation, the Devil and God are in play, but it don’t look like they are on the same team. I’m starting to feel really poisoned, REALLY POISONED. I started dozing off sitting in a chair after last writing to you, so I laid down and took another nap, which became two naps, with dreams in both, about this thing in Birmingham, which in the end of the second dream was announced, by my father, to be a fast (loop) approaching hurricane, which caused me to be yelling at the women and children, including my children and their mother, in a small lagoon near Bud ‘n Mary’s Marina, Islamorada, to seek immediate shelter, and a small hotel where I had hoped to spend the night in was all full, taking in 200,000 people, and I was left with no place inside. Bud n’ Mary’s can only be about my father and his bloodline, in such a dream as that one, given all my and my father’s Islamorda history. Already my bloodline was ramping when I was moved this morning to go to goodmorningbirmingham.com and see if I had any new reader comments; it was months since I checked that website. Yep, a comment from one of my deceased brother’s old girlfriends, when they knew each other in high school. I suppose I will wade into this  after seeing “Trumbo”, the 6:30 p.m. showing.

Maybe there is a modifier here, which I do not see – yet. I’m going slowly into it, because I don’t not want to run over and miss something, which might make it easier going. And, I do not want to poke a hornet’s nest it ain’t necessary to poke.

P.S. Saw “Trumbo”, liked it – the commie witch hunters finally lost their power and their glow. Islam might be a bit different threat, no nukes, yet; just old-fashioned death and mayhem from out of the blue. Kind of reminds me of what I don’t want to deal with in Birmingham, again. Do I put on my boxing gloves for this round, or is there another way? Stay tuned …

———————————

Several rounds of dreams and waking up last night provided several modifiers. Even so, what follows is intense.

For purposes of what follows, Golden Flake means Golden Flake Snack Foods, Inc., which once went head to head with Frito-Lay in Alabama and much of the southeastern United States. Golden Flake was my father’s company.

Three nights ago, November 11, 2013, I received a phone call from a blood relative, which prompted me to call a retired long-time Golden Flake employee friend of mine and ask if he had heard Golden Flake is going out of business? He said the company is not doing well and there has been talk off and on for years about selling the company, if a buyer can be found, but he has heard no talk of going out of business and he does not think there has been such talk.

He said he had heard about a corporate management meeting maybe three months prior, during which the company CEO, Mark McCutcheon (who makes over $600,000 a year salary) told the board of directors there were two options: one, the company’s rolling stock (over the road tractor trailers) was old, worn out, breaking down, and needed upgrading; or two, increase the dividend a little bit. A vote was taken to increase the dividend a little bit. I said, if the company is paying dividends, it is making some money. Yes, but not much, my friend said. I said, if the company’s trucks don’t get the company’s products to the company’s customers, the company and its many employees are screwed. My friend agreed.

I was reminded pf something that happened in the early 1990s. Golden Flake was having a rough time financially, and my father announced there could be no raises or bonuses that year, but if things improved, there would be raises. Employees were asked to work harder and more efficiently. They did that, and by the end of the year the company had a cash surplus. Instead of giving his employees bonuses for their sacrifices and hard work that year, my father declared the special dividend, 52 percent of which he received, because he controlled 52 percent of the company common stock through a trust.

Let me back up to around 1978 or 1979.

My father created an “estate tax freeze trust”, which was intended to beat the IRS out of a lot of money. Into the trust my father transferred all of his common stock in Golden Enterprises, Inc., which was the holding company for Golden Flake. That was about 52 percent of the Golden Enterprises common and only stock. The trust became the 52 percent owner of Golden Enterprises and of common stocks of other companies in which my father had invested wisely. My father paid the federal gift tax on all of the transferred stock, which meant there would be no federal estate tax on transferred stock when he died, or ever. If the stocks in the trust increased in value, the IRS would get none of the increased value, nor any of the original stock transferred into the trust. My father was to receive all of the income from the trust during his life. The income was dividends on the common stocks in the trust. My father had voting control in the trust, thus over Golden Enterprises, Inc., thus over Golden Flake, which could be viewed as the hen chicken laying most of the golden eggs (dividends). At my father’s death, his widow, Joann, my stepmother, would receive all of the income from the trust, and she would have voting control of the trust, thus over Golden Enterprises, Inc., thus over Golden Flake. The trust was set up to terminate in 2020, or when Golden Enterprises, Inc. was sold, whichever came first. If my father’s widow died, her daughter, whom my father had legally adopted, and my father’s three natural children by his first wife, our mother, deceased, would step into Joann’s shoes, pro rata – 1/4th each.

My father came to me in a dream a little while after he died late August the next year, 2005, saying he had not had time to do everything he wanted to do, and would I try to get that straightened out?

A good friend or mine, Harvard Law School graduate, New York University Tax Law School graduate, with a special Securities Exchange Commission licence, had read my father’s Last Will and Testament for me and had said he saw no problems, except for a $14,000,000 specific cash bequest to Joann, which was on top of what she was to receive for life from the marital trust set up in my father’s Last Will and Testament, and on top of that, I said, what she would received from the estate freeze trust set up in the late 1970s.

It then was my understanding that father was pretty much an invalid and had round the clock nursing care in his home when he executed the $14,000,000 codicil. My lawyer friend and I, who had been an estate planning and tax lawyer, viewed the codicil as being like a death-bed-like bequest, made under the influence of the decedent’s widow. My lawyer friend would have contested the codicil on a contingency fee, or for whatever a court awarded me for attorney fees and litigation expenses.

I told my Lady Kari about that, and that the dividends from the estate freeze trust could be likened to eggs laid by a hen, and the hen could be likened to the common stocks in the trust. My father, and then his widow, Joann, got the eggs, but the hen and the eggs would pass to my father’s children.

I told Kari, if I had gone after setting the codicil aside, and if I had I prevailed, I would have gained nothing for myself but grief. My father’s four children were only getting specific cash bequests at his death: $1,000,000 each, and $1,000,000 each again upon Joann’s death. The $14,000,000 would have gone to charities, into an endowment my father had created, into the marital trust, or other places.

But then, I told Kari, if I had I gone after setting the codicil aside, a settlement might have been reached: Joann got to keep $7,000,000 of the $14,000,000, and my father’s grandchildren, including my stepsister’s son, Landon, divvied up the other $7,000,000, less whatever my lawyer friend was paid for his work. But I did not go that route.

I told Kari that my father had left nothing to his grandchildren under his Last Will and Testament. So, I emailed Joann and told her that, and asked her to divvy the $14,000,000 between all of my father’s grandchildren, including her daughter’s son, Landon, and to include in that divvy a child’s portion for my older half brother Travis, whom nobody in our family had ever met, because he had been kept hush hush until I and my then two best friends, in mid-1998, had learned about Travis in our dreams, which I then had confirmed in person with my father’s brother, Leo. I received back an email from an Internet provider saying Joann Bashinsky didn’t want to hear from Sloan Bashinsky any more. I thought, oh well, I tried. Time to move on.

I told Kari,  after talking with my blood relative, and then with my old former Golden Flake employee friend, who had loved Golden Flake and my father, I was  called by a friend of his, who also had worked her entire adult life at Golden Flake. She was agitated about Joann and how Golden Flake is doing. I tried to explain to her the estate freeze trust and Golden Flake’s future, as determined by that legal document.

I told Kari that I had told the lady Golden Flake retiree that a blood relative had just earlier that night told me that Joann’s grandson Landon has been pushing Joann to sell Golden Flake, and why was he doing that? I said, after Landon’s mother died, he had stepped into her shoes. If the company is sold, he gets 1/4th of stock in the estate freeze trust, and the income from that stock. That’s why he wants the company to be sold.

I told Kari that I wished I had thought of the chicken and eggs metaphor, when I explained the estate freeze trust to the lady Golden Flake retiree, instead of using language and terms lawyers, accountants and stockbrokers understand.

I did not tell Kari that the retired lady Golden Flake employee told me about a woman, last name Townsend, who is Joann’s spy at Golden Flake, and, like Joann, how little Townsend is liked by the other employees, and how incompetent Townsend is, and how screwed up is the expensive new computer system Townsend had the company buy for many million$$, which the company did not need because the old computer system was doing just fine. I told Kari had heard many laments about Townsend and Joann from the other Golden Flake retiree.

The retired lady Golden Flake employee asked me if my second $1,000,000 inheritance is at risk? She knows from my writings that my first $1,000,000 inheritance got all used up late last year, due to a $285,000 loss I took on a home I had purchased on Little Torch Key, which I had to sell to be able to eat and pay rent; $300,000 I had doled out over the years to a woman the angels gave me to look after; about $50,000 more I was directed to give to other people and worthy organizations and to spend running for local political office seven times. The rest I used to live on, including rent when I lived nearly five years in Key West.

The retired Golden Flake lady retiree also knew from my writings, about this time last year, egged on by my father in dreams, but very reluctantly, I approached Joann through my father’s lawyer, who is Joann’s lawyer, and the company and the estate freeze trust’s lawyer, with whom I had attended law school and tax law school, about advancing me $500,000 against my second $1,000,000 inheritance, which advance would be repaid to Joann’s estate when I received my second $1,000,000 inheritance on her death. I told the lawyer the $500,000 could come out of the $14,000,000 my father had left to Joann under the codicil the lawyer himself had drawn up. I detailed how I had used the first $1,000,000 inheritance, and that the only income I had was my Social Security retirement benefit, $700+ a month. The lawyer told me Joann declined my request.

Why did Joann increase the dividend, instead of upgrading Golden Flake’s rolling stock? Maybe Joann had used up the $14,000,000? Her daughter had died of cancer in 2011. Maybe it cost a lot of money trying to save her? Maybe Joann had given Landon money? Maybe Joann had lost money in her personal investments? I heard Joann has Parkinson’s, maybe she spent a lot of money having it treated.

I will send this post to the two Golden Flake retirees, which they can pass along to other Golden Flake retirees, for them to see Bash has tried to explain what is going on and how it came to pass. Bash was my nickname from birth. I was called Bash when I worked at Golden Flake from 1969-1973, and when long time Golden Flake employees came to into my VP of Marketing and Advertising office and wept and begged me to stay, after I had announced I was resigning and going into the practice of law.

I never should have gone to work for Golden Flake, it was a colossal mistake on my part. I caused my father a great deal of stress, it caused me a great deal of stress, it wrecked my life and my marriage, and it injured my daughters and their mother. But if I had not gone to work there, I don’t see how I could write about all of this today.

sloanbashinsky@outlook.com

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If there is nothing fresh at this website, check goodmorningkeywest.com

If there is nothing fresh at this website, check www.goodmorningkeywest.com, where I publish daily, usually, by noon, usually.

Sloan Bashinsky

sloanbashinsky@outlook.com

Sloan (Davis polo shirt)Sloan at Coco's

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frigate birds, freedom, pelicans, water diviners and jail birds, Florida Keys and Key West

water diviner

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psychiatrist interviews

Jerry Weinstock, M.D., Psychiatry, replied to yesterday’s post at goodmorningkeywest.com:

you are not certifiable ——
while swimming just after adequate light
watched soaring Frigates
about 2000 ft. up–tiny dots —
never moved their wings for anything but soaring ——
magnificent nature !!
have a soaring day

man o' war bird flock

man o' war bird

I replied:

Believe me, Jerry, you are in a small minority, including a small minority in your own profession. That rules you out of the caper, lucky you.

In my spirit code, man o’ war birds foretell an incoming demonic attack against me, or sometimes, great fishing beneath them, which is their traditional meeting.

P.S.

Ha! The attack came soon after I wrote to you, but I did not learn of it until after I had ridden the lower keys shuttle up to where I’m staying on Cudjoe Key. I rather imagine it will be reported tomorrow at goodmorningkeywest.com.

The topic is one of your and my favorites, MRSA. The catalyst is the blue paper was threatened with copyright infringement litigation for publishing an article I submitted containing various MRSA photos, one of which is the subject of the copyright infringement claim.

I’m feeling suitably poisoned in my liver and G.I. tract and cerebral spinal fluid.

Good fishing, indeed, for scorpion fish? Poisonous sea snakes? Lion fish? Spiny sea urchins?

I wish Naja had not, in her reply to the threat letter, tried to lay all the blame on me, after she and I had talked about it at length, and she did not even make a peep about laying the blame on me.

Stay tuned.

Jerry wrote:

this was over the swimming pool –but I have never seen them or I can’t remember seeing them that high.
tiny dots that found air currents—-soaring soaring—freedom —wouldn’t we like to experience that kind of freedom !??
what would that feel like ????????
take care –should be a nice day————Jerry

I replied this morning:

I imagine such freedom is more common in the afterlife, but it does happen in this life. I have felt it from time to time, especially in the company of a woman the angels arranged for me to be with, but there were times when I was alone and something exquisite came over me.

Also have experienced that kind of freedom, it brought me to tears, heaving sobs, when I was swarmed by angels unexpectedly.

In my sleep a good while before dawn this morning, I heard “one forty-five”. I awoke, way too early, was unable to return to sleep. Crawled out of bed, tried to get online, both my laptops were sputtering, as was happening last night. They both have difficulty holding the internet at Todd’s home, but work fine in Key West where there is Wi-Fi. One of the laptops is connected to Todd’s server by a cable and does not rely on Wi-Fi, and still sputters. He has Comcast, perhaps it something with them, or something in his modem or computer security. It’s gotten more severe the longer I’ve stayed with him. I said the other day it might be a signal I’m being relocated.

Anyway, not being able to work online today, I caught the early shuttle bus, which comes through Cudjoe Key about 6:45, and then it got interesting. The driver, first name Taylor, was a total delight. He loves the Keys, loves driving the shuttle on weekends, the city pays him to watch all of that beautiful scenery between Marathon and Key West.

I told him about my being told in early 1995, when I lived in Boulder, Colorado, “Go to Big Pine Key, go as soon as possible, this is important,” and after I got there a few days later, I had no clue why I was there. Then, on the 7th day, which I said would mean something to him, as he is a Jehovah’s Witness, I wandered back out onto No Name Key Bridge, and when I got to the hump and was surrounded by pelicans, I turned to face the Atlantic Ocean and was seized by something huge, I burst into tears, then I was in heaving sobs, snot rushing out of my nose, hanging onto the bridge railing to not fall down, and then I heard, “Because you love this place so much, you will be used to try to protect it.”

I told Taylor, the next day in the Keynoter it was reported that three federal agencies had ruled against widening US 1, because doing that posed too great a threat to the fragile Keys ecology. The run up to that decision was local chambers of commerce and cities arguing that widening US 1 would save lives by making hurricane evacuation easier. But the real reason they wanted US 1 widened was to make it easier for more tourists to come to the Keys, and to stimulate real estate development.

I said I ran for the county commission three times, pursuant to that covenant. Taylor then said he knew that, he had voted for me every time, God had told him to vote for me. That’s the first indication Taylor gave that he knew me.

I said, for decades, every time I reached the 18-Mile Stretch headed down into the Keys, I changed, I felt different, like I was home. And every time I left the Keys on that road, I felt like that part of me stayed behind. But I had lost that, the county and city politics had killed that feeling in me. Stay out of politics I told Taylor. But, maybe me being on his bus, which I had never ridden because of how early it comes by Cudjoe Key, might be a sign from God that maybe I will stay in the Keys, maybe that feeling will come back to me.

Taylor said he loves Key West, too. I said, it is a great place to live, if you don’t get involved in the politics. Although the elected officials all have their heads up their asses, the city goes a great job taking care of the things that are really important: its ports, sewer system, electrical, parks, roads. Taylor said, someone told him years ago to enjoy the Keys, but never to forget that the pirates still run things.

Taylor also works for the county in public works. He had quite a few stories to tell about the pirates in the county government, which I won’t go into today. I was put on that bus to meet Taylor, because I needed a lift, and I needed a lift from someone who got what I told him about my being sent to Big Pine Key in 1995. Taylor understood God sent me.

So, it seems your high altitude man o’ war, or frigate bird, ballet was prescient, perhaps in a number of ways.

As for 1:45, I thought that was the starting time for the new Russell Crowe movie “Water Diviner” now showing at Tropic Cinema. Arriving at Sippin’ Internet Cafe this morning, about 2 hours earlier than usual, I locked my bicycle to the bike rack in front of the Tropic, and then I checked the marquee for “Water Diviner”, and, yep, it starts at 1:45 p.m. today.

Back in the day, Jerry, I told psychiatrists and psychologists, who were treating me, these kinds of stories, and they didn’t get any of it. Not a smidgeon. But a county public works employee, who drives a city bus part time, got all of it, without even taking a deeper breath. It was normal for him, what we discussed today.

Maybe the man o’ war birds arranged it. Maybe those dots way high up were … angels.

The water diviner part of yesterday’s adventures seems to be the copyright infringement thing I told you about yesterday. But perhaps there is more to it, which time will reveal.

Sloan

P.S. The night of the day I read the two Keynoter articles in 1995, this poem fell out of me, in the Holy Grail tradition, the real one, the pelican is the Christ bird:

pelican diving

Behold, the pelican!

Slow, clumsy and ugly afoot,

But in the air

a great fisher indeed!

And in times of want

plucks out its own breastmeat

to feed its young.

Naja Girard copied me with this yesterday:

Naja

Date: Sat, 6 Jun 2015 16:27:02 -0400
Subject: Case Number: 374667622 Copyright Infringement Claim: MRSA infection on Eyebrow
From: editor@thebluepaper.com
To: LCS@sciencephoto.com
CC: sloanbashinsky@outlook.com; Editor@thebluepaper.com

Dear Sirs,

We received your notice requesting payment of $510.00 for use of a photo showing a staph boil on a woman’s eyebrow.
Our publication is a small local online news publication in Key West, Florida that is at this time going through the process of seeking non-profit status in the education category.  It is by no means a profit making venture. Our publication encourages community members to involve themselves and allows them a platform to publish commentary on subjects affecting our community.   This is done through a column entitled: Island Voices.
Sloan Bashinsky, a local blogger who has maintained a non-commercial community blog for years called www.goodmorningkeywest.com, submitted an article to us along with the image you refer to in your notice [image c0018532].     It was our understanding that Mr. Bashinsky had the right to use of the photo since he had published it on his blog previously [May 31, 2013].  http://goodmorningfloridakeys.com/?p=13409  We published Mr. Bashinsky’s article with the photo in question on June 14, 2013.
You may reach Mr. Bashinsky at: sloanbashinsky@outlook.com for verification – and I have copied him on this communication.
In addition, it is our understanding that the use of the image by Mr. Bashinsky both on his blog and on our website, in our community publication column “Island Voices,” falls under the “fair use” exemption.  [See below from: http://www.dmlp.org/legal-guide/fair-use]

Fair Use

The policy behind copyright law is not simply to protect the rights of those who produce content, but to “promote the progress of science and useful arts.” U.S. Const. Art. I, § 8, cl. 8. Because allowing authors to enforce their copyrights in all cases would actually hamper this end, first the courts and then Congress have adopted the fair use doctrine in order to permit uses of copyrighted materials considered beneficial to society, many of which are also entitled to First Amendment protection. Fair use will not permit you to merely copy another’s work and profit from it, but when your use contributes to society by continuing the public discourse or creating a new work in the process, fair use may protect you.

Section 107 of the Copyright Act defines fair use as follows:

[T]he fair use of a copyrighted work, including such use by reproduction in copies or phonorecords or by any other means specified by that section, for purposes such as criticism, comment, news reporting, teaching (including multiple copies for classroom use), scholarship, or research, is not an infringement of copyright. In determining whether the use made of a work in any particular case is a fair use the factors to be considered shall include —

  1. the purpose and character of the use, including whether such use is of a commercial nature or is for nonprofit educational purposes;
  2. the nature of the copyrighted work;
  3. the amount and substantiality of the portion used in relation to the copyrighted work as a whole;
  4. and the effect of the use upon the potential market for or value of the copyrighted work.

Unfortunately, there is no clear formula that you can use to determine the boundaries of fair use. Instead, a court will weigh these four factors holistically in order to determine whether the use in question is a fair use. In order for you to assess whether your use of another’s copyrighted work will be permitted, you will need an understanding of why fair use applies, and how courts interpret each part of the test.

In any case, because of your concerns and your demand for a substantial amount of compensation, we have removed all of the photos included in Mr. Bashinsky’s article from our website.  See here:  http://thebluepaper.com/article/your-friendly-florida-keys-swimming-buddy-mrsa/.
We do, however, maintain the position that the use of the image was exempt through the “fair use” doctrine.
Sincerely,

Naja Girard

Key West The Newspaper
[The Blue Paper]
[305] 304-6882

 

I replied to ALL:

MRSA 2

Your MRSA photo online, above, I praise for alerting the general public to the grave peril posed by MRSA, which is a serious threat down here in Key West and the Florida Keys.

Yes, I published that photo.

Over the years, Naja and I had conversations about photos I pull down from the Internet, which seem in keeping with topics on my daily blog, and, when she asked where I got the photos when I submitted my MRSA article, after she indicated interest, I said I didn’t know who took the MRSA photos, or who owned any rights to them.

Naja also knows I routinely republish local newspaper articles and editorial and letters to the editor with my own interjected comments, which expand the facts, explain any not reported backstory, and frequently are critical and/or sarcastic, and sometimes praising. She has steadfastly declined to republish any articles I submit, which contain republished Citizen articles.

Although I have a PayPal button on goodmorningkeywest.com, it was not installed until the late fall of last year, as I recall, and since it was installed, it has produced very little revenue/donations, and most of that was in the very early going. The website was created in July 2007, and was not copyrighted, and anyone who wanted to do so could copy and reproduce anything on it. That’s still the case.

I told Naja the other day, when she first emailed me about your copyright infringement claim against Key West the Newspaper, called “the blue paper” down here, that, if it were me to whom the demand was made over something so important to the public welfare – MRSA is rampant down here in the Florida Keys, every physician and diver down here knows if you have a nick or scratch on your skin, you enter the ocean down here at risk of contracting MRSA – that I would welcome a lawsuit against me for using MRSA photos I found online, and we could make a national case out of it and in that way alert America and the world about the threat of MRSA flesh-eating bacteria in Key West and Florida Keys waters.

Years ago, I started using the subject MRSA photo and other MRSA photos in articles I published about MRSA. It seems I am the only person in Key West and the Florida Keys willing to alert the public to the danger of going in the water down here with a nick or scratch on your skin. Key West’s Mayor Craig Cates categorically denied in last year’s mayor’s race, in which I was a candidate, that there is MRSA in the water down here. He said our ocean is clean and beautiful. That was after I had said, during a mayor’s candidate radio debate, what you read above about MRSA down here.

The chambers of commerce and local tourist development board also are mum about MRSA in the Florida Keys and Key West ocean.

When I contracted MRSA in 2003, in Key West, local surgeon Michael Klitenick, M.D. told me, after he had carved three nasty MRSA abscesses out of my hide, two from my groin, one from my butt, that I could do anything I wanted to do, but go into the ocean. I wish now I had taken before and after photos of the abscesses and the gaping open surgical wounds after the abscesses were cut out of my hide.

A few years later, Ian Garriques, M.D., the infectious disease specialist who had diagnosed my MRSA, and then had called in Dr. Klitenick to save me, had a letter to the editor published in the Key West Citizen, in which he said MRSA is pandemic in the Florida Keys. Not epidemic, but pandemic.

So, you see, MRSA really is a grave problem down here, which the political and corporate powers that be don’t want any tourist, nor any potential tourist, knowing lurks in the ocean down here, waiting to latch onto them and go home with them, and then break out and they and their doctors don’t know where it came from. MRSA is very dangerous, medicine has a very rough time treating it. I have a home remedy for it, which was explained in my article the blue paper published, in which was the photo you claim violated your copyright.

I hope you will forbear and lay to rest your copyright infringement claim. The Girards and I made no money from it. We tried to save people a great deal of grief, and worse. However, if you pursue this claim, know Naja’s husband Arnaud is a lawyer, and they are quite familiar with litigation, as they do it themselves. As am I familiar with litigation, because I, too, am a lawyer. Although Arnaud Girard and I do not practice law now, I did so in Alabama quite a few years ago.

I cannot speak for the Girards, but if you pursue a copyright infringement claim against me, I will do all I can to propel your claim into the national and international limelight. I have been on national television before, in another life, because I was making a lot of waves back then about the double agent problem in the residential real estate industry, which was not life-threatening. MRSA is life-threatening.

I look forward to your reply.

Sloan Bashinsky

P.S. Googling MRSA and then clicking on image will bring up many photos of MRSA, including perhaps yours, LCS@sciencephoto.com. That’s how I found the MRSA photos I use from time in articles at goodmorningkeywest.com.

I found myself wondering, again, after responding yesterday, if you, LCS@sciencephoto.com, have accused Google of copyright infringement?

I have wondered since first hearing from Naja over your copyright infringement claim against Key West the Newspaper, if you, LCS@sciencephoto.com, are in the business of making copyright infringements allegations to make money, or if you really are upset that your photo was used to warn the public about MRSA in the Ocean down here?

I also have wondered from the beginning, if you, LCS@sciencephoto.com, actually took the photo? Or did you buy it from the person who took it?

Naja and I discussed all of that after she received your copyright infringement claim. She’s a lot nicer, usually, but not always, than I am.

All of this email correspondence is reproduced in today’s  frigate birds, pelicans and water diviners, Florida Keys and Key West post at http://goodmorningkeywest.com/?p=30615

Sincerely,

Sloan Bashinsky

Sloan angel

Obviously, the angels want me to see “Water Diviner”, but that might have to wait, as I’m due to be at the county jail around 1 p.m. today to see my lady Kari, who told me on the telephone last night that all she has to do is think of me a little while, and then she has an experience she cannot write in a letter to me, because the jail censors would not let the letter leave the jail.

Kari and me at Higgs

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