The Shadow of an Operator : Bernard Mass hits vulnerable firms like a whirlwind, leaving destruction in his wake. He's been at it for 30 years, but now he has the attention of the FBI.

TIMES STAFF WRITER

There's a certain kind of business known as a schlock operation.

Its merchandise is schlock-- Yiddish for "knocked about," second-rate, fire-sale stuff. But the term also suggests a way of doing business, regardless of the merchant's ethnicity. The standard operating procedures are seat-of-the-pants. Ethics are checked at the door.

Such operations and operators are staples of commerce, moving goods no one else will sell and serving a clientele that big business ignores. Their chiseling ways--the bounced checks, the unpaid taxes, the broken promises--don't do any one victim any great harm. The economy tolerates their presence.

But sometimes a schlock operator gets ambitious. He tries to exercise the skills that work so well at the margins of business on projects of a greater scale.

And then the damage can grow.

Bernard Mass--a self-described schlock merchant who got his start running fruit stands and clothing stores in New York--has used his street smarts to talk his way into one company after another, in the Southland and across the country, for the last 30 years.

Every last one of these firms has failed, separating vendors, lenders and investors from millions of dollars and, on occasion, stripping possessions and pride from gullible, greedy friends who thought Mass was their ticket to riches.

Mass isn't Wall Street. And he isn't Main Street. He operates in the back alleys of business, picking through industry's garbage for sickly or discarded companies from which he can coax one last gasp of cash.

The 1980s, that era of instant wealth, were Mass' heyday. While Michael Milken and Charles H. Keating Jr. were transforming the economic landscape, Mass, like so many other relative unknowns, was cutting his own deals--leveraged buyouts, hostile takeovers, penny stock offerings and suspect dealings with a savings and loan.

Department stores and print shops crumbled around the rumpled Anaheim Hills businessman. Three times in the decade, he set can manufacturing companies on the path to bankruptcy, once after Tennessee development officials had bent over backwards to help Mass open a plant. One of his businesses raised a half-million dollars for a home AIDS test kit, then squandered the money even before regulators blocked the marketing of the kits.

Mass, who turns 47 this week, is one of those people who is always working a deal. Just in the last year, he has tried to buy car dealerships in Southern California and Florida, a car rental company in Oklahoma, a Texas steel distributor, a drug manufacturer in Santa Fe Springs, a huge drug plant near Miami and a Los Angeles furniture company.

Each acquisition faltered--but none as spectacularly as his takeover of a Gardena pharmaceuticals firm called Whiteworth/Towne-Paulsen. With annual sales approaching $20 million, Whiteworth for years had been the West Coast's largest maker of such basic drugstore products as rubbing alcohol and hydrogen peroxide.

Little more than two years after Mass got control of the firm with a rasher of promises and $40,000 in borrowed funds, nothing remains beyond the stack of tax liens and lawsuits filed to collect Whiteworth's unpaid bills. The auctioneer's gavel fell on the last pieces of equipment a few weeks ago.

In the past, Mass' loopy deals inspired scores of lawsuits but failed to capture law enforcement's interest. Now, however, the Federal Bureau of Investigation is probing allegations by ex-employees that Mass tricked Whiteworth's lender--an overindulgent unit of Coast Savings Financial--into advancing $1 million on non-existent orders. Twice before, Mass' companies have been accused of the same scam. He denies any wrongdoing.

Mass terms himself a "workout artist" though, with unintended irony, one of his advisers--convicted Florida con man Paul Garfinkle--puts it another way. Mass, he says, "is known basically as an undertaker of businesses."

And while intimates say Mass is driven by the thrill of the deal more than avarice, it is his knowledge that so many others are motivated by greed that helps Mass identify likely marks for his odd combination of charisma and chutzpah.

"I've seen him stand eye-to-eye and tell somebody, 'I'm going to take your money from you. That's the kind of guy I am,' " recalled Brian McDaniels, who worked for one of Mass' can companies in Orange. "They'd laugh. And he'd laugh. But he'd do it."

Mass concedes that he's no candidate for sainthood. But he also makes no apologies to the investors in companies he's flattened, the employees whose paychecks bounced or the business partners whose marriages were torn apart.

"I am not ashamed of what I do," says Mass, a small man with an easy laugh and the remnants of a Bronx accent. "Everybody knows what I do. I tell people what I do when I do it. Afterwards, when it's over, some people see it differently."

A Shine to Polish

Los Angeles' container industry is one of many that didn't know, initially, what to make of this character, Bernie Mass.

A tight-knit fraternity accustomed to doing business on a handshake, the can companies spurned the smooth-talking New Yorker in the late 1970s, when he was trying to peddle a heat-transfer process he had developed for labeling containers.

But in his rounds, Mass met up with another slick operator who found his style of bravado appealing.

Thomas J. Neavitt was the kind of businessman who spent one-third of the cash coming into his auto polish manufacturing company, TR-3 Industries, on high-profile promotions--among them sponsoring his secretary on the top-fuel drag-racing circuit. To him, Mass seemed just the man to locate and operate a production line that would make the cans for TR-3's products.

By early 1981, publicly held TR-3 had advanced Mass $1.47 million to start making cans in a plant next to TR-3's in Orange. The new business was called Los Angeles Can Co., and Neavitt understood it to be a subsidiary of TR-3.

It wasn't until months later that Neavitt learned that Mass had incorporated the can company himself.

By then, the future of TR-3 was at stake, and the battle that ensued was vicious.

In Orange County Superior Court, each side accused the other of plotting its destruction. According to a sworn statement by Neavitt, Mass pledged to leave the can production line "a bucket of bolts on the floor" if he were pushed too hard.

TR-3 went belly up before a judge could settle the ownership question. Neavitt was pushed aside and the firm put in a Chapter 11 bankruptcy reorganization. Thirty workers lost their jobs. (A Los Angeles distributor later bought the TR-3 name.)

Mass acknowledges that he played a role in destroying TR-3, but he insists the polish company's fortunes would have been very different had its directors not insisted that Neavitt fight him for control of L.A. Can.

"His board of directors knew what the deal was," Mass said. "Neavitt would say he made a mistake by going with them instead of going with me."

Not really. For all his mistakes--a list topped by a two-year federal prison term imposed last summer after he pleaded guilty to mail fraud in an oil and gas venture--Neavitt says opposing Mass was no error.

"We had spent a million dollars on the can company and he just went in and tried to steal it," Neavitt said.

L.A. Can, in the Tank

Under Mass' uncontested control, L.A. Can was a classic schlock operation.

Financial records were haphazard, said Arne Ristol, a Whittier man who was the company's accountant. Mass considered himself a super-salesman, but his primary tactic was to low-ball prices, often selling cans for less than they cost to make, Ristol said.

"Bernie doesn't trust himself," explained Morrie Itzkowitz, whose Hollywood print shop had failed after Mass became his partner in the late 1970s but who nonetheless went to work at L.A. Can as Mass' gofer. "Rather than sell the product, he'll sell the price," Itzkowitz said. "And in doing that, he'll give away the store--literally."

Mass' shortcomings also were evident to his partner at L.A. Can, Arlene Milberger.

The Milbergers and Masses had been friends in New Jersey, where Mass was in the clothing business in the early '70s. Arlene knew how Mass played the angles. His last act before leaving for California, she remembered, was to strip bare his suburban home--selling even the kitchen cabinets and the shrubs--rather than leave anything of value for a creditor to claim.

"Bernie didn't know how to run a business," said Milberger. "He didn't want to hear cost. He didn't want to hear payroll."

Yet Milberger stuck with Mass for more than five years, suspending disbelief as he constantly reassured her that wealth was just around the corner. "Bernie finds people that are greedy," said Milberger. "When you're greedy you want more. So Bernie finds a way of promising more."

With money hemorrhaging from L.A. Can, an increasingly desperate Mass had to use all his cunning to maintain the promised flow of cash. He went so far, in fact, that his bank accused him of fraud.

Like many manufacturing businesses that cannot qualify for conventional loans, L.A. Can got credit based on its pending sales. Under "accounts receivable financing," the borrower takes a daily draw from the lender, typically 70% to 80% of the day's sales. When checks come in from customers, they go to the lender to cover the draws.

In a 1983 lawsuit in Orange County Superior Court, Southern California Bank charged that L.A. Can had perpetrated the two most common scams to which such loans are vulnerable. Mass and Milberger were accused of qualifying for excessive loans by generating fake or inflated invoices. And the Downey bank alleged that they failed to turn over payments that came in for goods sold.

Though both now deny wrongdoing, Mass and Milberger agreed in 1984 that the bank could take a judgment against them for $227,500, the full amount its lawsuit sought.

Mass next sought salvation in bankruptcy court. But L.A. Can's was no ordinary bankruptcy.

For a year, Mass and Milberger remained in charge of the company, under the loose supervision of the U.S. Bankruptcy Court in Santa Ana. During that time, according to an affidavit prepared by an Orange Fire Department investigator, company insiders said L.A. Can funneled $150,000 to a shell company, Kinnora Financial.

Orange County records and interviews indicate that Kinnora--was set up in the name, but without the knowledge, of an Orange fitness equipment manufacturer whom Mass had bankrolled.

L.A. Can's court-appointed trustee finally moved to dispose of the company's assets in June, 1984. The proposed buyer was a newly formed Connecticut corporation, California Sun Dance International. According to court records, Sun Dance paid $150,000 up front for L.A. Can.

In a word, says Milberger, Sun Dance was "a front." Mass, in effect, arranged to buy his own company out of bankruptcy. One of Sun Dance's principals had been his partner in a Manhattan dress shop two decades earlier. The other was the Orange businessman who says Mass used his name to establish Kinnora.

"It's difficult for me to say no to anybody--especially someone who has helped me," the Orange manufacturer said, trying to explain why he unhesitatingly signed dozens of blank or misleading documents for Mass.

Besides, he figured he would get rich if the reorganized can company was a success.

At the time of the sale, some of L.A. Can's creditors smelled a rat, but the bankruptcy court approved the transaction over their objections. To this day, Mass denies that Sun Dance was a front. Court records, he says, speak for themselves: "You check the public record. It's an open book."

The records of a Memphis, Tenn., lawsuit filed some two years after the deal make for interesting reading on the subject of Sun Dance's ownership. Mass contended that at the time of the sale, he "represented 75% of the ownership of the equity" in Sun Dance.

That meant only that he spoke for the majority owners of the company, Mass says, not that he owned it.

Sojourn in Memphis

Whoever owned it, Mass remained in charge of the still-struggling can company. And it was still, unmistakably, a schlock house.

On the Saturday morning of Thanksgiving weekend, 1984, fire broke out in a pallet of leaky cans that had been rejected by Ashland Oil Inc. The Orange Fire Department termed the blaze a "suspicious act."

The department's arson investigator, now-retired Fire Captain James Hamilton, says he concluded that the blaze was arson and that Mass was responsible. But Mass denies any involvement in the fire, and he was never charged.

Three weeks before the fire, there were other curious goings-on at Sun Dance, according to an affidavit Hamilton drew up. Mass asked Milberger and her husband to take a quick trip across the Mexican border. Mass dumped his car--a 1980 Lincoln on which four months of payments were overdue--then drove back with the Milbergers to Orange and reported the vehicle stolen.

Detectives found the car in Mexico and brought it back for repairs, Hamilton learned. Mass' bank repossessed it at the shop.

Mass denies any role in the car's disappearance; he says it was stolen outside the Sun Dance plant.

Troubled as Sun Dance remained, Mass was able to find one more set of backers willing to part with millions on his promise that he could turn the company around.

Downey lawyer Irving E. Rosen, for 27 years an investor in another Southland can company, ponied up $1.1 million. His longtime associate, Hrant "Henry" Bagdasarian--at the time owner of the company that hauls residential trash in Hawthorne and of a small stake in the California Bell Club poker casino--put up more than $1 million, as well.

They set out to capture the Midwestern and Southern markets for oblong cans--the kind used to package lighter fluid and other chemicals--by opening a plant in Memphis, with Bagdasarian's son Matthew learning the business from Mass. And Memphis greeted them with open arms.

A banner headline on the business page of the Commercial Appeal newspaper announced that Sun Dance would bring as many as 400 jobs to Memphis' depressed manufacturing economy. Told that the production equipment already was in transit, local development officials worked nights to locate a manufacturing facility. The Chamber of Commerce invited Mass to address Memphis business leaders.

But Sundance Container, the Tennessee company, was just another schlock shop.

Bills were paid late. Mass still was selling cans for less than they cost to make. "There was no method to his pricing madness," said Brian McDaniels, whom Mass had recruited to the company to head marketing.

The Tennessee operation drained money from California Sun Dance. Back in Orange, employees would rush to the bank to cash their paychecks, frantic to beat other creditors to the till. "It was like a mass exodus," McDaniels said. Again, a lender charged the company with accounts receivable fraud; Rosen paid $37,000 to settle the case.

As the Bagdasarians' rage grew, McDaniels and Itzkowitz say, Mass feared for his life. Though he denies it, they say Mass kept a .45-caliber pistol in a secret compartment in his Cadillac. But it was only in the courts that the Bagdasarians moved to do Mass in.

In a slick maneuver reminiscent of Mass' ploys at TR-3, the Bagdasarians incorporated the Tennessee business in Matthew Bagdasarian's name alone, without Mass' knowledge. The ownership battle forced the company first into receivership, and then, in August, 1986, into Chapter 11.

For all Memphis' hopes, Sundance Container manufactured cans for only a few months, losing more than $515,000 in the process.

Divorce and Disaster

What does the schlock operator do when the bills come due? Mass ran for cover.

Like its Memphis kin, he put California Sun Dance into Chapter 11--the third bankruptcy for the can company he'd started with TR-3's money five years before. His objective, he acknowledges, was to block eviction proceedings that Sun Dance's landlord in Orange had undertaken.

And he filed for personal bankruptcy one day before a creditor was scheduled to auction off his homes in Anaheim Hills and Granada Hills to collect on his guarantee of an old can company loan.

Both cases ultimately were thrown out of court. But they enabled Mass to evade responsibility for his debts, instead hanging his closest associates out to dry.

Sun Dance's creditors demanded that the Orange businessman who had fronted for Mass repay the $1 million in debt the company assumed when it bought L.A. Can. The young manufacturer didn't have the money, so he, too, was forced into bankruptcy--one month before his marriage to a woman who knew nothing of his dealings with Mass.

"It was a very humbling experience," said the fitness goods manufacturer, who requested anonymity, in part because he still hasn't told his parents about the bankruptcy.

Arlene Milberger, who finally split with Mass as Sun Dance fell into ruin, was able to delay her bankruptcy filing until last year. Even then, her debts consisted, overwhelmingly, of can company liabilities--including nearly $500,000 in state and federal taxes that were still owed by L.A. Can.

Her marriage had broken up in 1985. In the divorce settlement, her ex-husband got their home near the Masses' in Anaheim Hills. But that was no victory: An L.A. Can creditor foreclosed on it in April to make good yet another judgment.

Today Milberger works at the candy counter of a Sears store in the Inland Empire and rents a small apartment nearby.

"I've lost everything. He still has his," Milberger said, summing up her dealings with Bernie Mass. "I guess what goes around, comes around. Mine came around, and maybe his hasn't come around yet."

Morrie Itzkowitz' marriage could not survive the years with Mass, either. "He really became a different person knowing this man," said Itzkowitz's ex-wife, Suzan Kotler, who lives in San Diego. Kotler got their home when they divorced--and it too was sold off to pay can company judgments.

Itzkowitz lived in a pick-up truck for a year and a half after leaving Mass' entourage. Lately, he has bounced from one minimum-wage job to another.

"I permitted Bernard Mass to destroy me--financially and mentally," Itzkowitz reflected, his eyes tearing. "I permitted him to play with my self-esteem, my personality, my person. I permitted him to use me, to lie to me and destroy me."

Testing for a Virus

Mass, not surprisingly, landed on his feet.

At first, he cast about for a new undertaking, dabbling in credit clearing, real estate development and business consulting.

Early in 1987, his zest unleashed by the smell of money, Mass plunged into the AIDS scare.

Scores of companies were rushing to develop tests, treatments and cures for the fearsome disease. Mass got his introduction to the prospects during a lunch in Anaheim with a group of Orange County businessmen. They were seeking backers for a low-cost kit they'd assembled to let people test their own blood at home for the AIDS virus.

In April, Mass signed a pact with the inventors to develop and market the test, pledging to raise $130,000 and help take the new business public with a stock offering.

Instead--in what was becoming a familiar ruse--Mass slipped off and started his own AIDS-testing venture, Discreet Medical Testing.

His old ties burned, Mass assembled a new retinue for this project.

His partner, recruited through a newspaper ad, was Lyle Sardie, a dark-haired Cajun-accented Louisianan who advanced $40,000 in start-up costs for Discreet.

Even more cash came from Ginger Francian, an Anaheim Hills medical supplies saleswoman, who with her relatives--including her aged mother and mother-in-law--invested exactly $130,000 in the fledgling enterprise.

Credibility came in the person of David J. Pivar, a history professor at Cal State Fullerton whose wife car-pooled with Mass' wife, Eda, to their teaching jobs at Atid Hebrew Academy in West Covina.

As a consultant to Discreet, Pivar--a specialist in public health--organized an AIDS seminar at the university and arranged for several academics to discuss AIDS topics in interviews that Discreet telecast on Orange County cable systems.

Moreover, Pivar served as a director of the company. His involvement helped convince Suraiya Rasheed, head of the USC Laboratory of Viral Oncology and AIDS Research, to become a director as well.

Penny-stock promoter Harvey J. Cohen of Las Vegas completed the picture. Through the fall and winter, Cohen coordinated plans to sell stock in Discreet, which proposed to use the ticker symbol AIDS. At the same time, he arranged a private placement of stock that raised $475,000 for Discreet.

Formidable as it looked on paper, though, Discreet was nothing more than another schlock operation.

In just its first four months of operations, according to Discreet's auditors, the company spent more than $216,000, paying salaries as high as $6,000 per month to Mass and Sardie--substantial wages for a start-up firm with no sales. The partners feuded over the mounting expenses and control of the company, with Mass forcing Sardie out in the first week of January, 1988.

Amid the turmoil, the Securities and Exchange Commission approved Discreet's public offering at 3 cents per share in mid-March. Had the offering been completed, the 15 million shares Mass had acquired--in his brother-in-law's name--for a pittance would have been worth more than $450,000.

Instead, Discreet collapsed.

After months of hearings, the federal Food and Drug Administration announced that it would refuse to license home AIDS-testing products. The FDA's main concern was that consumers who tested positive for the AIDS virus would receive no counseling about the personal- and public-health issues raised by HIV infection. (The FDA has yet to permit the sale of such kits.)

Mass walked away, leaving Pivar to write sheepish letters to the company's shareholders.

"It was very frustrating, because it was a very good project," Mass now says. "It would have been good for the people."

Balm in Gardena

Whiteworth/Towne-Paulsen had been good for people for 25 years. The Gardena company employed 150, many of them Latino and Asian immigrants. The biggest maker and packager of drugstore products on the West Coast, it sold rubbing alcohol, Epsom salts, calamine lotion and hundreds of other items to about 4,000 customers.

But Whiteworth had fallen into a steep slide in the 1980s.

Founder A. D. White built and sold a huge headquarters in Gardena, then leased it back at a crushing rent. He took on a heavy debt in acquiring Towne-Paulsen, a maker of generic drugs. Finally, a divorce forced him to sell Whiteworth in March, 1986.

But things only got worse when the buyer, a publicly held Anaheim electronics firm, was itself taken over nine months later by two Texas real-estate investors, Don M. Sweatman and Larry V. Locke, who were fleeing the economic woes of the oil patch.

Desperate for cash, Sweatman and Locke raided Whiteworth's $1-million pension plan, a step that exposed them to civil penalties and a federal criminal investigation. (See accompanying story.)

So by the time Bernie Mass appeared on Whiteworth's doorstep in March, 1988--literally days after Discreet Medical Testing's flame-out--the company had been reduced to a schlock house, ripe for an expert's practiced touch.

Mass presented himself to the Texans as an investment banker--the head of "Ames, Manning & Brown," an Eastern firm founded by his father that was looking to make its mark in Southern California. He told them he was a turnaround expert, the rescuer of C&R; Clothiers and Carl's Jr., with more than $1 million to invest in Whiteworth.

None of it was true. But Whiteworth wasn't asking a lot of questions. And Mass did just enough to seem credible, advancing $40,000 to pay for a shipment of codeine.

Only later would it be learned that he had borrowed the money from Mark Rosen, at the time cantor at the West Covina synagogue attended by Jack Lawrence, an old friend from Mass' New Jersey days who first alerted him to Whiteworth's availability. Rosen ultimately lost $120,000--his life savings and the proceeds from a second mortgage on his house--through investments in Whiteworth and its successors.

So Sweatman and Locke turned the company over to Mass, with the details to be worked out later.

Whiteworth's situation was desperate. The company was losing $260,000 a month. It couldn't meet its biggest customers' orders. A recall of a full year's production of contaminated hydrogen peroxide cost $100,000. Suppliers were suing for unpaid deliveries.

Bernie Mass was right at home.

He persuaded vendors and creditors to accept $1.65 million in payment guarantees from Ames Manning--a company that existed only on paper. And he lassoed other companies into the Whiteworth fold, hopeful their cash-flow would keep the whole operation alive.

One was Jack Lawrence's chemical supply business, Actichem. Lawrence, who had never inquired too deeply into Mass' affairs, was having trouble collecting on his accounts. So he leaped at Mass' suggestion that he cut costs by moving into the Whiteworth building.

Then there was C-Corp., another chemical company that had leased space to Actichem in City of Commerce.

C-Corp., too, was in trouble. It owed its major supplier, a Japanese trading company, more than $1.3 million. Its line of credit was being shut down. Mass promised to pump $500,000 into C-Corp.--and to help solve the problems of its owners, Ronald and Sheryl Udell, by paying off their personal debts and negotiating their divorce settlement.

"Bernie's style is to promise everything, deliver a little bit and get you in deeply," recalled Ron Udell, an intense man who grew up in the chemical industry. "He looks at the emotional vulnerabilities, and he tries to get involved with your life."

The acquisitions more than doubled Whiteworth's sales; the Texans, well satisfied, transfered formal control of the company to Ames, Manning in September, 1988.

Making It Up

No longer did Mass have public stockholders to report to. The seasoned corporate executives whom the Texans had hired to run Whiteworth quit.

And in Mass' hands, the company spun out of control. He let one of the firm's bank accounts go $600,000 into the hole. Employees learned their health insurance was cancelled when doctors and hospitals told them they had no coverage.

Unable to slake his thirst for cash, Mass turned, allegedly, to fraud. As his can companies had been accused of twice before, ex-employees say Whiteworth snookered its lender--CoastFed Business Credit Corp., a sister company of Coast Federal Bank--by churning out phony sales.

"He literally says, 'Make up the name of a company and put down some kind of an invoice for just any product we might be making and ship it,' " recalled Larry Siegel, Whiteworth's sales manager.

"I say, 'How do I ship it?' He said to just take it down to the shipping dock where he'd have the shipping guy sign off that it had been loaded on a carrier. And then, of course, he just submitted that to the bank."

In September and October, Whiteworth's "sales" mounted dramatically, even though little was being shipped from the Gardena plant. One day Mass signed off on 63 false invoices, a Whiteworth accounting clerk said.

"He had different colored pens on his desk, and he'd yell to people down the hall, 'Give me a name! Give me a name!' " the clerk said.

Mass told one co-worker that the phony invoices netted him $750,000, another that the sum was $1.2 million. During the same period, he diverted about $250,000 in customers' payments that should have been forwarded to CoastFed, according to Judith A. Norcross, Whiteworth's credit manager.

Yet when Norcross laid out the scheme to CoastFed officials, their response stunned Whiteworth's already demoralized employees.

The bankers didn't foreclose on Whiteworth's loans. They didn't notify law enforcement officials or savings and loan regulators--as they were obliged to do if they suspected fraud, according to Bill Fulwider, a spokesman for the Office of Thrift Supervision.

Instead, CoastFed rolled the proceeds of the phony sales over into a new loan and--without demanding any collateral or looking into Mass' checkered business past--accepted Mass' personal guarantee that he would repay it.

A spokesman for CoastFed said the lender had no choice but to keep Mass propped up, if it was to have any hope of collecting the $2 million that Whiteworth owed.

In effect, the schlock operator had the nation's 14th-largest savings and loan over a barrel.

"It was a troubled account, and they continued to stay with it in an attempt to collect," explained Norman H. Raiden, executive vice president and general counsel of Coast Savings Financial, CoastFed's parent company. "They made a judgment: to try to let (Mass) do business if he could."

When the FBI finally learned of Mass' dealings with CoastFed, it opened an investigation that is continuing.

Ruining Lives

Mass says he struggled for the next year-and-a-half to salvage Whiteworth.

"When I walked in there, there was $300,000 or $400,000 cash in the bank. I could have taken it out. I didn't. I put every penny there was back into the business to try to save the business," he said in an interview.

Mass explained that his motivation was greed. "I don't need a pat on the back," he said.

In fact, Mass launched Whiteworth, all but dead, on a wild ride through the nether worlds of finance.

Twice he merged the company into obscure penny-stock corporations, selling cheap shares to employees and the public to raise cash. Twice he was thrown out of corporate headquarters by landlords furious at having gone unpaid. He missed payrolls, stopped paying taxes and sold Whiteworth equipment for cash. He acquired, or tried to buy, a score of companies, mingling their finances with Whiteworth's when he could and getting tangled up in lawsuits and other recriminations.

Norcross, who has cooperated with government investigators and toiled to ally creditors against Mass, says the results are easy to sum up.

"What he's done," she said, "is he's ruined the lives of everybody he's touched."

Udell--whom Mass had promised to shelter from harm--finally shut down C-Corp. in May of 1989. By then he was almost $3 million in hock to his Japanese supplier. And CoastFed, insisting on the basis of some disputed loan documents that Udell was responsible for the debts of both C-Corp. and Whiteworth, foreclosed on a $200,000 account the bankers had required him to post as collateral.

Today, a chastened Udell works for his Japanese backers. He rents out his house to pay off a loan he took to meet CoastFed's demands. He wants to sue the bankers, but he can't afford a lawyer. And he'd like to see Mass locked up for fraud.

"If they ever wanted to send him to jail," Udell said ruefully, "there'd be a line of people around the block willing to take time off work and testify against him."

Mass said if not for his efforts, Udell would have lost his company a year earlier. "I feel he was in much worse shape when I came in" than when C-Corp. ultimately went out of business, Mass said.

Jack Lawrence stood by Mass until October, 1989. Then, left with a pile of worthless stock and the $150,000 second mortgage he took out to start his company, Lawrence went to work for a competitor.

He had poured $100,000 of his brother-in-law's money into the Whiteworth sinkhole, along with his friend Mark Rosen's nest egg. And that was after Arlene Milberger--a friend of both the Lawrences and the Masses back in New Jersey--had warned him against doing business with Mass.

"I still can't get it into my head he's a crook," says Lawrence, a tall, thin, white-haired salesman. "It seems to me he thinks he's really helping you."

By the time Lawrence gave up, Mass had moved what was left of the business to San Bernardino, dumping most of its equipment, records and supplies in two Colton warehouses. And then, as at his can and AIDS-testing operations before, Mass simply drifted away from the drug company.

In August, when the contents of the Colton warehouses were auctioned off to pay storage fees, he stayed away. When CoastFed finally ordered the sale a month later of the 100 or so pieces of equipment it was able to locate, Mass eyed the goods but let others do the bidding.

The remains of once-proud Whiteworth--a company that had sold $15.5 million in pharmaceuticals just three years before--netted little more than $30,000 on those sizzling summer days.

No Rest

The schlock master's hustling, though, has never paused.

Even before Whiteworth's demise, Mass was exploring the start-up of a new pharmaceuticals business in Florida. But he couldn't sew up the financing.

In concert with Florida financier Paul Garfinkle, a convicted con man who often advises Mass on business, he explored a buyout of Yugo of America. But the U.S. distributor of the Yugoslav cars emerged from bankruptcy reorganization without their help.

Nor did Mass follow through with plans to take over Freedom Rent-A-Car System Inc. He had talked to the founder of the financially troubled Bartlesville, Okla., company about putting a fleet of Yugos in its franchises.

If anything captured Mass' imagination, it was his dream of using Whiteworth's successor company to buy a group of automobile dealerships.

Without laying out a penny, Mass succeeded in getting his hands on dealerships in Riverside and central Florida. The Riverside lots shut down in January, three months after Mass' arrival. By mid-February, Mass had been tossed out of the Florida dealerships as well.

In May, he bought Lee Laboratories, a generic drug manufacturer in Santa Fe Springs. Lee was on the verge of collapse when its owner, Roy Pacia, agreed to sell it to Mass.

They were to split the company's income until the $500,000 sales price was paid off. But, says Pacia, Mass stopped making payments after two days. Mass explained to a lawyer that he didn't trust Pacia.

The sale was canceled before the end of June. Pacia calculated his loss at about $50,000.

Never Say Die

By late summer, Mass was launched on a new career, selling cosmetics as a direct distributor for a San Dimas firm.

The schlock operator had been in business for himself since he was a teen-ager. But ever ebullient, Mass said the cosmetic company's training program had opened his eyes.

"I learned a lot!" he effused. "I learned I can make a lot of money without owning anything! Isn't that great?"

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