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Charles E. Bayless

Charles E. Bayless

Charles E. Bayless

My father, Charles Henry Bayless, was born in Rose Hill, Virginia . In those days the Bayless family was extensive in Rose Hill. As was customary people were born at home, lived within a few miles of their birthplace and were buried in the family cemetery. But after World War 1 customs changed as people adapted to industrialization. Jobs concentrated in a few areas and new communications brought the promise of a better living from afar. The chemical industry grew along the Kanawha River lured by coal, natural gas and salt. And so in 1920, when my father was eight, the Bayless family set out for Nitro for work. My grandmother went to college at New River State College, later to become West Virginia Tech, where my wife Joan and I graduated. My father only attended one year of college but in his case a good business sense and hard work overcame any lack of formal education.

My mother, Helen Estella Crouser, was born in the small valley of Dents Run near Mannington , West Virginia , six years before the start of World War I and four years before Arizona became a state. Her father Wilbur Edgar Crouser, Pop to us, was adopted. At age 12, a man in those times, he ran away from home and went to work in the coal mines. At that time the ventilation deep in the mines was controlled by fans and huge doors that he opened and closed whenever the ponies pulled the coal carts through. Later he found work at the local sawmill and married Blanche, the daughter of the sawmill operator, and had eight children seven of which graduated from college driven by their upbringing and the desire for a better life. 

For the first few years of her life mother lived in one gas field after another. The family followed drilling work across West Virginia , living sometimes in a tent and other times in company housing but never in one place for long. Following graduation from Elkview High School , mother attended West Virginia Wesleyan College . As with the other children mother had to work her way through college and worked in the athletic department for the football coach. Due to poor transportation in the 1930’s and the lack of money, mother would go to school in the fall and return home for Christmas and then again in the spring. During one visit home my mother went to see her friend Virginia and met Virginia ’s brother, Charles, my father.

I was born November 2, 1942 , eleven months after the attack on Pearl Harbor . At that time my parents lived in Dunbar , West Virginia the site of my earliest memories. My father worked at Union Carbide. My mother was a Physical Education teacher at Dunbar High School . For my generation it was a time of hope and prosperity. World War II had been won and the returning GI’s brought with them a world view not enjoyed by any other generation. The war lead to huge advances in science and the GI bill put thousands of people through college. The economy was thus booming and everyone knew that if you just applied yourself you would succeed.

I remember my parent’s incredible drive to succeed and provide for us. In addition to his full-time job at Union Carbide my father opened a floor sanding and painting business on nights and weekends .After the war was over my father decided to open his own business and so in 1948 he left Union Carbide and the Modern Supply Company opened its doors in Nitro. I remember him coming home one day and announcing happily that he had done $5.00 of business that day. Thankfully mother still had her teaching job. The hardware store gradually transformed itself into a floor covering and tile store and later into a home remodeling store doing over one million dollars of business a year. My earliest memories are of working with my father and his employees on job sites, installing tile, linoleum and carpet in kitchens and bathrooms.  

I also remember travel. My sister, Jeannie, and I were lucky because from our earliest days our world extended far beyond Dunbar . By the time I graduated from high school we had been in all forty eight states, most of the Canadian Provinces and Mexico .

 If I could pick one thing in life, other than DNA sequences and my parents training and guidance, that was the most important aspect of shaping me, it was Greenbrier Military School . The motto of Greenbrier was “Truth, Honor, Country” and this was drilled into us ever waking moment The memories of my days at Greenbrier are fond memories of my friends, learning, distance running and growing. But in the end all of my memories and experiences at GMS coalesce into one overriding memory, the parades on a beautiful fall day with the band paying John Phillip Sousa and the precision of the corps of cadets. Even to this day when I hear that music I can close my eyes and can easily be back on the parade field at GMS, listening to the band and hearing the command, “Pass in Review.” And after all of my years of travel around the world and through life, I am finally beginning to understand what Col. Moore meant by “Truth, Honor, Country”. In my senior year at GMS, I was named “Track Man of the Year” and received the Staten Sportsmanship Medal.

In 1960 I entered West Virginia University as a freshman Physics major. At the end of the first semester I had a 0.17 average. I had received an A in Physical Education as I had the track coach but it was only a one hour class, not enough to have any appreciable effect on my overall average. Most of my time was spent running or playing basketball in the gym. Greenbrier had taught me “Truth, Honor, Country” but I hadn’t quite matured enough to have mastered the concepts of responsibility or study time. When mid-semester grades came out and my average had decreased even further I walked down the street to the Army Recruiter and enlisted. I spent the afternoon taking a battery of tests. When I was done I was told I could enroll in any Army School I wished. Having just quit one school I proceeded to enroll in the longest and most difficult Army school I could find, Nike-Hercules Missile Fire Control Radar and Computer Maintenance. 

My Mother then made the long drive to Morgantown to take me home to wait the few short days before I was to be at the recruiting office in Charleston for the train trip to Fort Knox . Mother was devastated, she had worked so long to send her children to college and expected such great things from us and now I had failed. I saw things entirely different, I always knew I would succeed and just viewed this as a different chapter. My father just told me to do well in the Army and then when I came back I could reenter college. Looking back leaving college was the best thing that could have happened to me, when I came back I was motivated and excelled. But joining the Army in 1961 also saved me from Vietnam , where several of my close friends were killed. Had I stayed in college, I would probably have graduated in the spring of 1965 and would likely have been drafted and ordered to Vietnam . The smallest most inconsequential matters can alter our lives forever.              

The army electronics classes at Fort Bliss opened up a new world to me. This was the first time I had ever taken a serious interest in learning. After training I was assigned to a Nike Hercules Missile battery in Brooklyn , New York and later to a battery in Thule , Greenland .

I left the Army as an SP/6 (E-6) in June of 1964 and went home to enroll at West Virginia Tech as an Electrical Engineering major. Due to the fact that I had been out of high school for four years my sister Jeannie entered Tech at the same time I did. During my second semester I met Joan. That was pretty much the end game as far as love was concerned. The morning after our first date Joan got a call from the front desk at the dorm and was told that someone was in the lobby to see her. She wasn’t expecting anyone and wasn’t ready but after a short time came down. I told her I loved her and from that time forward there was no doubt in my mind that I was going to marry Joan. This whole 24 hour episode caused quite a number of changes in my life.

Joan’s life changed also. Joan had grown up in Allentown , Pennsylvania . Her first trip to Montgomery , and indeed to West Virginia , was to attend Tech. She had signed up for the school through a brochure. To a city girl arriving in Montgomery was quite a shock. By the time she had crossed the railroad tracks she had already made up her mind to enroll at Penn State for her second year. Luckily she changed her mind after we started dating. At Tech we were both on the Student Council and both chosen for Who’s Who. In my senior year I was chosen as Student Council member of the year, an honor I greatly appreciated. Joan had graduated in December and left for WVU to work on her Master’s in Biology. We were married in June of 1968 a few days after graduation.

In the fall of 1968 I also started graduate school at WVU. This was a busy time in our lives, Joan was a Biology major and I was a Power Engineering major which included courses in Nuclear Engineering. In addition to our class work we both had graduate teaching assistantships. At Tech I had majored in electronics and was interested in computers. I worked in the Computer Center as an operator and programmer and intended to study computers at WVU but Joan again changed my life. In order to be near her in the summers I had taken the only job I could find, working at Pennsylvania Power and Light. With this experience I made up my mind to switch to power engineering and so when we arrived at WVU that fall, I made the switch which dictated my career. As usual small events can have huge consequences. If I had not met Joan my career, indeed my whole life, would have been entirely different.

After our first year we moved into an apartment at the Twin Towers where I had accepted the job as head resident. In the fall of 1969 I started Law School while still working on my Masters Degree in Electrical Engineering. Law School was a different but exciting world for me. At Tech I had taken exactly twelve hours of classes that were not Engineering, Physics or Math. I took these classes because they were required and I couldn’t figure out any way of escaping to the comfort of equations and certainty. Law School forced me to think in non-quantitative terms, to deal with situations in which there was no right answer.

But the study of law also fascinated me. I have never looked at law as restrictive; in other words, laws which say “You can’t do that” but as promulgating the rules under which society operates and is allowed to grow. This view has been reinforced by my experiences. After travel through Russia and other communist countries that are trying to make the change to capitalism, I am absolutely convinced that the states which adopted a coherent set of laws allowing commerce and certainty prospered. Those that didn’t faltered.

The Property 1 final on December 15, 1969 , at the end of my first semester of Law School , was especially memorable. The exam was scheduled for 9:00AM but our son Charlie was born at 6:30 AM . We were the parents of probably the first baby born with the Twin Towers as an address.

In August of 1970 our brief time in the Twin Towers was over, Joan had graduated and we moved to Kingwood where she had accepted a position teaching science and biology in the nearby town of Tunnelton . Tunnelton, like many northern West Virginia cities, had seen modern coal mining pass it by and the parents of most of Joan’s students were unemployed. Her students were bright and friendly but had been taught that everything they needed was in Preston County and that they didn’t need an education. Inspiring them to excel in College Preparatory courses was difficult and sometimes frustrating for Joan.

In my senior year of Law School , I accepted an offer for a position in the legal department of Consumers Power Company. Thus in June of 1972 Joan, Charlie and I loaded up all of our belongings and left Kingwood for Jackson , Michigan .

My initial job was to work on Federal Energy Regulatory Commission matters but given my nuclear background I was quickly drafted by the nuclear department. Shortly after coming to Consumers another nuclear utility, Consolidated Edison, dropped their dividend and the stock of all nuclear utilities plummeted. I was quickly thrown into the job of renegotiating many of Consumers credit agreements and raising hundreds of millions of dollars through Sale and Leaseback transactions and other forms of unconventional finance. I had been introduced to the world of the “workout.”  In all Joan and I spent nine years in Jackson . Our daughter, Lisa, was born in Jackson in 1973.

About three years after I began work as a lawyer, the Chairman of Consumers came to my office and said he would like me to become the Director of Nuclear Fuel Supply. Almost three years later he again asked me to advance, this time to the position of Director of Special Corporate Projects, a catchall position that covered financings and other projects that didn’t fall into anyone else’s area.

Public Service Company of New Hampshire (PSNH) was mired in the quagmire of the Seabrook Nuclear Plant. Like most nuclear plants of its  time Seabrook had gone from a four year, 600 million dollar construction project to an eight year, 4.2 billion dollar albatross that threatened financial ruin for most of its’ owners of which PSNH was the largest owner at 35%. Even though PSNH had about 1.5 billion dollars invested in Seabrook, its operating assets were only 600 million dollars. Bankruptcy was always a close neighbor.

The new President of PSNH, Bob Harrison, had just been promoted from Chief Financial Officer and needed a replacement. Knowing most of the utility bankers on Wall Street he asked various bankers for the names of people that could handle the job of CFO, my name came up often.  After an interview in Manchester , I was offered the job.

Due to the inability to get the State of Massachusetts to submit a federally required evacuation plan for Seabrook, PSNH later went bankrupt. I was then thrust into the additional position of Chief Reorganization Officer (CRO) of PSNH. I was thus the CRO of the first utility bankruptcy since the great depression. This was made interesting by the fact that utilities were not supposed to go bankrupt and thus no law existed on the subject. Even today when a utility goes bankrupt many legal points in the briefs will reference the PSNH case.  

We crafted a reorganization plan that sold PSNH to Northeast Utilities. Shortly before the plan was consummated I received a phone call from Tom Weir, the involuntary Chairman of Tucson Electric Power (TEP). TEP had arrived at the doorstep of insolvency through a series of blunders that even today seem to be a movie script and not a true story.

Tom Weir had been the CEO of an Arizona Bank and had been on the Board of TEP when all of the problems came to light in a one month period. His bank had just been sold and he was the only Board Member without a full-time job. With the hasty departure of management, he became the President and CEO of TEP. Tom had two main goals; avoid bankruptcy and find someone to take over as CEO. Being a banker Tom immediately turned to the banks for advice and since all of the banks knew me from PSNH it was time to move on. Thus in 1990 we moved to Tucson , Arizona where I became CFO and six months later CEO of TEP.

A bankruptcy petition was later filed against TEP by a group of lease creditors but because of my relationship with the banks we were able to get the judge to hold the petition in abeyance for a period of 11 months until we were able to do an out-of-court settlement.

One of the hardest tasks, when I came to TEP, was to gain the trust of the employees. TEP was Enron several years in advance. Many of the employees had their life savings in TEP stock which was trading at $63 per share, three months later it was $1 per share. Most of the company officers had sold their stock in the $50-$60 range but the employees couldn’t. The employees had a healthy distrust and a dislike for management but to restore the company we had to convince them that the new management team was different. I probably spent as much time riding around with line workers and hanging out in power plants as I did meeting with banks.

But the largest and probably most skeptical constituency was the public. The TEP story was played out in the headlines over a period of months. The banks required that the Arizona Corporation Commission (ACC), which regulates utility rates in Arizona approve a rate increase before they would extend their loans and cure the defaults. This required winning consent from the State Legislature, the City Council and the Pima County Board of Supervisors.. Thus for 11 months much of my time was taken up with meeting with the ACC and legislative leaders in addition to speaking to any breakfast club, lunch club, service club or any other gathering of ten or more people in Tucson.  In the end approvals were obtained, the Company recovered and the employees approved a contract that effectively had no work rules in it.

After Tucson Electric, I went to Illinois Power as Chairman, President and CEO. Illinois Power had gotten in trouble the old-fashioned way, with a troubled nuclear plant. The Nuclear Regulatory Commission had ordered the plant shut down. The Company suffered a loss for the year and the probability for bankruptcy was high. Thus Joan and I moved to Decatur , Illinois in the summer of 1998. I found that Illinois Power was a good Company; it only had one major problem, the Clinton Nuclear Plant. Thus if the plant was fixed, everything else should take care of itself. Although the process had started before I arrived we quickly replaced the management at the nuclear plant and brought in Philadelphia Electric, the countries leading nuclear operator, to oversee the restart and operation of the plant.

We were approached in the spring of 1999 by Dynegy, one of the leading energy merchants in the Nation, about a closer relationship. We both believed that having Dynegy sell the output of our plants would be beneficial to both parties as we would get a higher price and they would earn fees on the sale. This quickly proved to be true beyond anyone’s expectations and the loose arrangement quickly turned to talk of a merger. Although we had fixed the major problems, Illinois Power was still a weak company and the quickest way to remedy that was to merge with a strong company.

The merger was wildly successful. IP stock went from $20 to $59 per share. I went on the Board of Dynegy, although I was offered a management position. I have always believed you can have only one CEO after a merger. For two years Dynegy was one of the best performing stocks on Wall Street, then Enron imploded. All of the Energy Merchants were quickly caught in the collapse. Dynegy had done an off-balance sheet transaction that immediately attracted attention, Project Alpha. Alpha was a complex transaction that had raised questions from the Board when it first surfaced. Management brought several Arthur Andersen Partners to the next meeting who stated that the accounting was correct. Little did we know that Andersen would soon be indicted for its accounting problems. After the Enron collapse, as attention turned to the other companies in the sector, Dynegy management was quickly replaced and I was chosen by the Board to Chair the Audit Committee and conduct investigations into any allegations which arose. Today only two of the top twenty managers are still left at Dynegy and I am one of two Board members remaining on the Board from three years ago. Today I am Chair of the Corporate Governance and Nominating Committee at Dynegy.

My lifelong interest has been in learning and when I heard the position of President of WVU Tech was open, I quickly applied. I have spent most of my professional life rescuing companies from financial ruin and I believe that experience could help Tech. Tech is vital to the future of West Virginia . Since March 2001, West Virginia has lost over 10,000 manufacturing jobs and the average wage in West Virginia is about 20% less than the National Average. Tech alone cannot solve the problem but it is an integral part to a solution that must include higher education. Joan and I look forward to the opportunity to move once again.