THE ATLANTIS HISTORY - FROM CORPORATION TO CARTEL

Founding Atlantis Weathergear    

After founding and developing Eastern Mountain Sports product lines - including high altitude, mountaineer parkas, Solomon turned to marine weathergear and asked the manufacturer of EMS and LL Bean rainwear - the Alb Rubber Company of Somerville, MA - to build prototypes.  The principals of ALB became the first investors in Atlantis. In the spring of 1974, a number of investors, predominately friends of Solomon, provided funds for the Company to purchase the ALB interest.   

  Atlantis Catalog 1973
    Atlantis Catalog 1973   

From the Beginning in Marblehead to Vermont		    

Already a pilot with experience in STOL aircraft, Solomon went to work part time at Hood Sailmakers in Marblehead, then a CML Group company, with a multiplicity of interests, including sail, safety equipment and accessories design.  Atlantis Weathergear was still in the early stages and Solomon presented the designs at Hood for testing.  The staff, especially Robbie Doyle and David Vietor were encouraging and agreed to test the gear.

    
Doyle and others were instrumental in placement of Atlantis Weathergear on the 1974 America's Cup yachts.
Atlantis Weathergear Catalog 1975  		   
With an offer from the Vermont Development Authority and the encouragement of Vermont friends, Atlantis Weathergear moved its design and order fulfillment to a farmhouse among the hills and fields of Waitsfield-Warren, Vermont.       Atlantis Move to Vermont

   

Bobbin Mill or Malloy		    
Atlantis Weathergear sales were exploding, and the Company would benefit from additional capital to expand.  A number of groups expressed an immediate interest, two made the final list: The Bobbin Mill project developed by Yale architect David Sellers and Friends was Solomon's favorite, and Mordecai's choice - Patrick E. Malloy III, an Army quartermaster who profiteered in Vietnam and scamming his way on Wall Street as a commodities speculator.  Malloy's financial offer was more lucrative, which persuaded Meledones, the swing vote.   Bobbin Mill Project
In the case, the four way management didn't work, the dedicated principals Solomon, Meledones, and Mordecai entered into an Employment & Royalties Contract with three severable compensation clauses: design royalties, sales commissions and management salary.
   

Preparations for War - The Scheme to Takeover		    
It didn't take long for the differences in style to appear with Malloy throwing the first stone - at the Annapolis Sailboat Show in the Fall of 1975.  A month later, after Mordecai sabotaged oneof Solomon's major sales, Solomon was ready to resign, and Malloy and Mordecai's scheme to defraud the shareholders was well underway.   Mordecai Scheme Nov Letter to Malloy
Their first act was to retire the Company's revolving accounts receivable and inventory financing with the Chittenden Trust - a venerable Vermont institution which was providing quite favorable terms.  The inventory financing enabled the Company to build inventory over the winter for the Spring season, and receivable financing provided operating cash when our retailers took delivery of Atlantis merchandise for their shelves.    
In its place, Malloy and Mordecai secretly signed SHORT TERM DEMAND NOTES - Due on January 31, 1976 when the Company's sales and cash flow would be at its lowest, and inventory highest.  Under the terms of the NOTES, Malloy could take possession of the Company if follow-on financing was not in place, yet they never told the other corporate directors, Meledones or Solomon, of this agreement, clause or requirement.    
     
And, simultaneously Mordecai sent Solomon the Atlantis Ultimatum - an offer by Malloy to purchase Solomon's shares at 30% of the amount Malloy paid nine months earlier with a five-year non-compete & Notice of Shareholder's Meeting to Elect New Officers.  The 'Ultimatum Plan' had begun.   Mordecai and Malloy Ultimatum - Sell or Else  Atlantis Malloy's Offer to Solomon 12/75  Atlantis Notice of Meeting January 19, 1976

Defrauding the Stockholders - the January 19, 1976 Meeting of Stockholders & Sale of Assets

Trial Court found that Mordecai proposed the 'sale of assets' at the January 19 meeting, after Solomon refused to accept Malloy's offer to purchase his stock.  At the time, Mordecai lacked the specific legal or management training to make the proposal without prior consultation with an attorney.  
  Atlantis Sale of Assets

The Davis Report - "Atlantis was profitable" - Timothy C. Davis, Harvard MBA '70, was hired in the summer of 1975 as the resident general manager of Atlantis.  He oversaw the day-to-day administration of the finances, communicating directly with Mordecai and Malloy.  For the January 19, 1976, Davis prepared a yearly and quarterly profit/loss statement which accurately showed profitability for the last quarter.  The accounting was straightforward as Atlantis was purchasing its products as a fixed price from its manufacturer, the marketing and other expenses accurately budgeted the previous July pro-forma.      

    Davis 1975 Statement Atlantis Sales 1974-79 Timothy C Davis, General Manager, Atlantis 1975

Malloy's Fraudulent  'Correction' - "Atlantis lost enormously and is bankrupt!"

The Undisputed Facts: All Atlantis Sales Were Accelerating at 400%
and Expenses within 5% fo the Pro-Forma Plan
 
    
The Threat: Force Solomon to Sell or Declare Bankruptcy    
Solomon Demands 10 Day Adjornment : Malloy Refuses - Read his excuse!!!
Meledones asks for 24 hours - Denied.		   Atlantis Meeting Solomon Demand for 10 Days
Barbara Salken and the "Sale of All the Assets" - All Malloy and Mordecai explicitly offered to purchase Solomon's and other shareholder's stock, both in writing a month before, and at the meeting - Salken, on her way to becoming a law professor at Pace University, 'blocked' her ears.
   Salken Letter

Next Verse, Same as the First		    

The Litigation		    
MIT Sloan Professor Michael van Breda Analysis

"In my opinion, also, the nearness of breakeven should have been apparent on January 19, 1976
  to any reasonable observer ... "
 
 "This yields a value for Atlantis Development Inc. of over $550,000 as of January 19, 1976."		   Professor van Breda Analysis Atlantis Sales 1974-79
Waiting for the President - The Atlantis Trial Court Decision 1981 - Judge Ernest W. Gibson III
    -  Gibson, a life-long Republican aware of the McManus political ties, waited until after 1980
       President Election, before rendering a decision which lamely whitewashed the obvious - 
       enabling Gibson's advancement to the Vermont Supreme Court and Atlantis's future rewards
       as a member of investment corporate boards.
"The Plaintiffs contend that the decision to sell the assets was made too precipitously, that the operation could
have continued for a short period of time while the situation was studied and the books and records reviewed, and that the sale was made for inadequate consideration. The evidence shows that the idea to sell the assets was broached for the first time during the course of the meeting on January 19, that the corporation could have maintained a holding pattern for a least 10 days until the notes came due and for considerably longer if they were not called, and that the actual value of the corporation was considerably more than the $1 that was paid by Malloy for the assets. The burden is on the Defendants to demonstrate, among other things, that the purchase price was fair. Godley v. Crandall and Godley Co., 105 NE 818 (ICY. Ct. of App., 1914). They have failed to meet this burden.

The finding of the Court indicate that the value of Atlantis on January 19, 1976 was $36,205.

The sale for $1, thus, was for a grossly inadequate sum. Inadequacy of price alone, however, is not sufficient
ground for granting relief. The inadequacy must be so gross as to "display itself as a badge of-fraud." `8 C.J.S.
Corporations, §515, pp. 1198-9. In this case, there is too great a disparity between $1 and $36,205. The Plaintiffs'are entitled to relief."         Judge Ernest Gibson, 1981
 
Atlantis Vermont Superior Court Decision 1981

The Cartel - McManus in the White House		    
Second Solomon Success - America's Cup 1980 & CB Sports
  Designed and presented by Solomon, the CB Sports Racer's Edge Series gained accolades
  from the 1980's America's Cup victors -  including Lowell North and Robby Doyle.		   DS CB SPORTS CB Sports Motor Boating 1981

The Plaintiff's Win : Trial Court's Finding of Fraud & Political Overtones 1981		    
Vermont's Corrupt 'Specially-Constituted' Supreme Court & More Politics 1986
  - A William Hill Legal Fantasy
    
The Self-Destruction of Vermont's Corrupt 'Specially-Constituted' Supreme Court
 & As Sex, Drugs, Rock n Roll & More Politics Take Their Toll 1987		 Vermont Justices Misconduct - 1987

Sex, Drugs & Rock n Roll - the Atlantis Cartel from 'Flying in to Los Angeles' to Penn State 2012		    
- Atlantis in Peshawar; EST psychologists; Swiss Banks - US v Newton, Gilbert    
- Atlantis on Cape Cod, in Peshawar & Afghanistan, Spying on Europeans & Israelis
- FBI 15 Most Wanted Captured in Israel - Sidney Marvin Lewis of Cape Cod
- United States v Sidney Marvin Lewis - $500,000,000 in drugs from Peshawar		     15 Most Wanted Sidney Marvin Lewis Sidney Marvin LEWIS
- - - Atlantis in Yonkers, Funding KSM & the World Trade Center Terrorists, US v Mohammad Saleh    
 - - - Malloy (Penn State '65) Silences Paterno - for his classmate Jerry Sandusky (Penn State '66)    Malloy Paterno