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Charles
E. Bayless
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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.
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